Common use of International Trade Matters Clause in Contracts

International Trade Matters. (a) Except as would not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance with all applicable International Trade Laws, and (ii) at no time since January 1, 2016 has the Company or any of its Subsidiaries committed any violation of the International Trade Laws and there are no unresolved questions or claims concerning any liability of the Company with respect to any such Laws. Without limiting the foregoing, since January 1, 2016, neither the Company nor any of its Subsidiaries has submitted any disclosures or received any notice that it is subject to any civil or criminal investigation, audit or any other inquiry involving or otherwise relating to any alleged or actual violation of the International Trade Laws, except as would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse Effect, neither the Company, nor any of its Subsidiaries, nor any employees, officers, or directors of the Company or any of its Subsidiaries, nor any agents or other persons acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries: (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any U.S. Governmental Authority, including OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s list of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, Commerce’s Denied Persons List, the Commerce Entity List, and the Debarred List maintained by the U.S. Department of State; (ii) has participated in any transaction involving such designated person or entity, or any country subject to an embargo or substantial restrictions on trade under the U.S. sanctions administered by OFAC; (iii) has exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable U.S. export control or economic sanctions Laws; or (iv) has participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Laws, including, without limitation, support for international terrorism and nuclear, chemical, or biological weapons proliferation. (c) Except as would not have a Company Material Adverse Effect, the Company has taken the necessary steps to make all of its products, software, and technology eligible for export under 15 C.F.R. Section 740.17(b) (“License Exception ENC”) and all of the Company’s products, software, and technology currently is eligible for export under License Exception ENC.

International Trade Matters. (a) Except as would not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are, and since January 1, 2016 have been, Buyer is in compliance with all applicable Customs and International Trade Laws, and (ii) at . At no time since January 1, 2016 during the last three (3) years has the Company or any of its Subsidiaries Buyer committed any violation of the Customs and International Trade Laws Laws, and there are no unresolved questions or claims concerning any liability of the Company Buyer with respect to any such Laws. Without limiting the foregoing, since January 1during the past three (3) years, 2016, neither the Company nor any of its Subsidiaries Buyer has not submitted any disclosures disclosure of an actual or potential violation, or received any notice that it is subject to any civil or criminal investigation, audit audit, or any other inquiry from a Governmental Authority involving or otherwise relating to any alleged or actual violation violation, of the Customs and International Trade Laws, except as would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse Effect, neither the Company, nor any of its SubsidiariesNeither Buyer, nor any employees, officers, managers or directors of the Company or any of its Subsidiaries, Buyer nor any agents Representatives acting for or other persons acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries: Buyer has (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of prohibited or restricted parties maintained by any U.S. Governmental Authority, including OFAC’s the OFAC Specially Designated Nationals and Blocked Persons List, OFAC’s list of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, Commerce’s the Commerce Denied Persons List, the Commerce Entity List, and the State Department Debarred List maintained by the U.S. Department of State; List, (ii) has participated in any transaction involving such designated person Person or entity, or any country subject to an embargo or substantial restrictions on trade under the U.S. economic sanctions administered by OFAC; , (iii) has exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, technology or services in violation of any applicable U.S. export control or economic sanctions Laws; , regulations, or Governmental Orders administered by OFAC, Commerce, or the State Department, including the ITAR and the Export Administration Regulations nor (iv) has participated in any export, re-export or transaction connected with any purpose prohibited by U.S. export control and economic sanctions Laws, including, without limitation, including any prohibited conduct in support for of international terrorism and or nuclear, chemical, or biological weapons proliferation. (c) Except as would Buyer is in compliance, and during all periods for which any applicable statute of limitations has not have a Company Material Adverse Effectexpired, has complied with the applicable provisions of the U.S. Foreign Corrupt Practices Act, the Company has taken U.S. Bank Secrecy Act, the necessary steps to make all USA PATRIOT Act of 2001 and the Foreign Bank Account Reporting Act, in each case, as amended, and other similar Laws of any other applicable jurisdiction. Without limiting the foregoing, neither Buyer, nor any of its productsrespective directors, softwareofficers, managers or employees, nor any Representatives acting for or on behalf of Buyer has (i) made any contribution, bribe, gift, rebate, payoff, influence payment, kickback or provided or promised anything of value to any Person while knowing that all or a portion of that contribution, bribe, gift, rebate, payoff, influence payment, kickback or thing of value would or will be offered, given, or promised, directly or indirectly, to any Person, private or public, regardless of form, whether in money, property or services to (A) influence any act or decision of such Person, (B) induce such Person to do or omit to do any act in violation of their lawful duty or to use that Person’s influence to affect any act or decision, (C) obtain favorable treatment or any improper advantage in securing or retaining business for Buyer, (D) pay for favorable treatment for business secured by Buyer or (E) obtain special concessions or for special concessions already obtained, for or in respect of Buyer, (ii) accepted or received any unlawful contributions, payments, expenditures or gifts or (iii) established or maintained any fund or asset that has not been recorded in Buyer’s books and technology eligible for export under 15 C.F.R. Section 740.17(b) (“License Exception ENC”) and all of the Company’s products, software, and technology currently is eligible for export under License Exception ENCrecords.

International Trade Matters. (a) Except as would not have a The Company Material Adverse Effectand each of its Subsidiaries, and all of their respective directors, officers, employees, agents and other Representatives, during the five (5) years prior to the date hereof, (i) are not a Sanctioned Person or owned or controlled by a Sanctioned Person, (ii) other than as disclosed in Schedule 4.9(a), have not conducted, directly or indirectly, any material business in any Sanctioned Jurisdiction, and (iii) have not been subject to any material Proceedings or penalties by any Governmental Authority with respect to any potential violation arising under or relating to any Sanctions or any International Trade Control Laws. (b) The Company and its Subsidiaries and, to the Knowledge of the Sellers, all of their respective directors, officers, employees, agents and other Representatives, are in compliance in all material respects with and, during the five (5) years prior to the date hereof, have complied in all material respects with all Sanctions and International Trade Control Laws applicable to the Company and its Subsidiaries areand such directors, officers, employees, agents and other Representatives. The Company and its Subsidiaries have instituted, and since January 1during the three (3) years prior to the date hereof, 2016 have beenmaintained, in policies and procedures designed to ensure compliance with by the Company and its Subsidiaries with, and to prevent breaches by the Company, its Subsidiaries and their respective directors, officers, employees, agents and other Representatives of, all applicable Sanctions and International Trade Control Laws, and to ensure that the Company, its Subsidiaries and their respective directors, officers, employees, agents and other Representatives are not engaged in conduct that could subject them to sanctions under the Sanctions and International Trade Control Laws of the United States or any other applicable jurisdiction. There are no conditions or circumstances pertaining to the Company, its Subsidiaries or their respective directors, officers, employees, agents and other Representatives’ (iiacting in their capacities as such) at no time since January 1activities, 2016 has business or operations that would reasonably be expected to give rise to any future Proceedings under Sanctions and International Trade Control Laws, in each case which would be material to the Company or and its Subsidiaries. There are no pending or, to the Knowledge of the Sellers, threatened material Proceedings against the Company, any of its Subsidiaries committed or any violation of the International Trade Laws and there are no unresolved questions their respective directors, officers, employees, agents or claims concerning any liability other Representatives or other Person who performs or has performed services on behalf of the Company with respect or its Subsidiary (in each case as it solely relates to any such Laws. Without limiting the foregoing, since January 1, 2016, neither the Company nor any of its Subsidiaries has submitted any disclosures or received any notice that it is subject to any civil or criminal investigation, audit or any other inquiry involving or otherwise relating to any alleged or actual violation of the International Trade Laws, except as would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse Effect, neither the Company, nor any of its Subsidiaries, nor any employees, officers, or directors of the Company or any of its Subsidiaries, nor ) with respect to any agents or other persons acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries: (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any U.S. Governmental Authority, including OFAC’s Specially Designated Nationals Sanctions and Blocked Persons List, OFAC’s list of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, Commerce’s Denied Persons List, the Commerce Entity List, and the Debarred List maintained by the U.S. Department of State; (ii) has participated in any transaction involving such designated person or entity, or any country subject to an embargo or substantial restrictions on trade under the U.S. sanctions administered by OFAC; (iii) has exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable U.S. export control or economic sanctions International Trade Control Laws; or (iv) has participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Laws, including, without limitation, support for international terrorism and nuclear, chemical, or biological weapons proliferation. (c) Except as would not have a Company Material Adverse Effect, the Company has taken the necessary steps to make all of its products, software, and technology eligible for export under 15 C.F.R. Section 740.17(b) (“License Exception ENC”) and all of the Company’s products, software, and technology currently is eligible for export under License Exception ENC.

International Trade Matters. (a) Except as would not have a The Company Material Adverse Effect, (i) and its Subsidiaries are in compliance in all material respects with all applicable Customs & International Trade Laws applicable to the business and operations of the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance with all applicable International Trade Laws, and (ii) at no time since January 131, 2016 2010 has the Company or any of its Subsidiaries Subsidiary committed any material violation of the Customs & International Trade Laws Laws, and there are no unresolved questions or claims concerning any liability of the Company or any Subsidiary with respect to any such Lawslaws. Without limiting the foregoing, since January 131, 20162010, neither the Company nor any of its Subsidiaries Subsidiary has submitted any disclosures or received any notice that it is subject to any civil or criminal investigation, audit or any other inquiry involving or otherwise relating to any alleged or actual violation of the Customs & International Trade Laws, except as would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse EffectSince January 31, 2010, neither the Company nor any Subsidiary has received any written notice, or, to the Knowledge of the Company, any non-written notice, that any products or materials imported by the Company or any Subsidiary, or on behalf of the Company or such Subsidiary where the Company or such Subsidiary is the importer of record is subject to or otherwise covered by an antidumping duty order or countervailing duty order or is subject to or otherwise covered by any pending antidumping or countervailing duty investigation by agencies of the United States government. (c) Neither the Company, nor any of its Subsidiaries, nor any employees, officers, officers or directors of the Company or any of its Subsidiaries, nor to the Knowledge of the Company, any agents or other persons acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries: (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any U.S. Governmental Authority, including OFAC’s on the OFAC Specially Designated Nationals and Blocked Persons List, OFAC’s list of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, Commerce’s Denied Persons List, the Commerce Entity List, and the Debarred List maintained by the U.S. Department of State’s (“State Department”) Debarred List or other similar lists maintained by applicable jurisdictions; (ii) has participated in any transaction involving such designated person or entity, or any country subject to an embargo or substantial restrictions on trade under the U.S. sanctions administered by OFAC; (iii) has exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable U.S. export control or economic sanctions Lawslaws, regulations, or orders administered by OFAC, Commerce, or the State Department; or (iv) has participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Lawslaws, including, without limitation, support for international terrorism and nuclear, chemical, or biological weapons proliferation. (c) Except as would not have a Company Material Adverse Effect, the Company has taken the necessary steps to make all of its products, software, and technology eligible for export under 15 C.F.R. Section 740.17(b) (“License Exception ENC”) and all of the Company’s products, software, and technology currently is eligible for export under License Exception ENC.

International Trade Matters. (a) Except as would not have a Company Material Adverse Effectmaterially and adversely affect the Business, (i) the Company Sold Companies and, in respect of the Business, Parent, Seller and its Subsidiaries aretheir respective Subsidiaries, their respective directors, officers and employees, and since January 1any agents or other third parties acting for or on behalf of the Sold Companies and, 2016 in respect of the Business, Parent, Seller and their respective Subsidiaries are and for the past five (5) years have beenbeen in compliance with, and have not violated, the Foreign Corrupt Practices Act of 1977 (15 U.S.C. 78dd-1 et seq.; “FCPA”), the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. 120 et seq.), the Export Administration Regulations (15 C.F.R. 730 et seq.), which are administered by the U.S. Department of Commerce, Bureau of Industry and Security (“Commerce”), and associated executive orders, the Laws administered and implemented by the Office of Foreign Asset Controls, United States Department of the Treasury (“OFAC”), and the U.S. import laws, including those administered by U.S. Customs and Border Protection (collectively, the “Export Control and Import Laws”). For the past five (5) years, none of the Sold Companies or, with respect to the Business, Parent, Seller or their respective Subsidiaries has received any written communication alleging that it is not in compliance with all applicable International Trade Lawsthe Export Control and Import Laws in any manner, and (ii) at no time since January 1either individually or in the aggregate, 2016 has material to the Company Sold Companies or any of its Subsidiaries committed any violation of the International Trade Laws and there are no unresolved questions or claims concerning any liability of the Company with respect to any such Laws. Without limiting the foregoing, since January 1, 2016, neither the Company nor any of its Subsidiaries has submitted any disclosures or received any notice that it is subject to any civil or criminal investigation, audit audit, or any other inquiry involving or otherwise relating to any alleged or actual violation of the International Export Control and Import Laws which would have a material impact on the Sold Companies, none of the Sold Companies or, with respect to the Business, Parent, Seller or their respective Subsidiaries has filed any voluntary disclosures relating to possible material violations of the Export Control and Import Laws or any other export or import violations, and there are no unresolved questions or claims concerning any liability for the Sold Companies or, with respect to the Business, Parent, Seller or their respective Subsidiaries under the Export Control and Import Laws which would have a material impact on the Sold Companies. (b) During the last five (5) years, neither the Sold Companies nor, in respect of the Business, Parent, Seller or their respective Subsidiaries has imported a material amount of merchandise into the United States that has been or is covered by an antidumping or countervailing duty order or otherwise is covered by any pending antidumping or countervailing duty investigation by the U.S. government. Also, none of the merchandise imported into the United States by the Sold Companies or, with respect to the Business, Parent, Seller or their respective Subsidiaries is subject to any tariffs imposed on steel and aluminum products pursuant to Section 232 of the Trade LawsExpansion Act of 1962 or is potentially subject to additional duties pursuant to actions taken by the U.S. government pursuant to Section 301 of the Trade Act of 1974, except as would not have a Company Material Adverse Effectreasonably be expected, individually or in the aggregate, to materially and adversely affect the Business. (bc) Except as would not have a Company Material Adverse EffectNeither the Sold Companies nor, neither in respect of the CompanyBusiness, nor Parent, Seller or their respective Subsidiaries, nor, to the Knowledge of Seller, any of its Subsidiaries, nor any their respective employees, officers, directors, or directors of the Company or any of its Subsidiaries, nor any agents or other persons acting for, on behalf of, or at the direction of the Company Sold Companies or, in respect of the Business, Parent, Seller or any of its their respective Subsidiaries: (iA) has been or is designated on, or is owned 50% or controlled more by any party that has been or is designated on, any list of restricted parties maintained by any U.S. Governmental Authority, including OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s list of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, Commerce’s Entity List, Commerce’s Denied Persons List, the Commerce Entity List, and the Debarred List maintained by the U.S. Department of StateState (collectively, “Sanctioned Parties”); (iiB) has participated in any transaction involving such designated person or entitya Sanctioned Party, or any country or territory that, during the last five years, has been or currently is subject to an a comprehensive embargo or substantial restrictions on trade under the U.S. sanctions administered by OFACOFAC (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria; the last five years would include Sudan), except to the extent permitted by applicable Export Control and Import Laws; (iiiC) has exported (including deemed exportation) or re-exported, directly or or, to the Knowledge of Seller, indirectly, any commodity, software, technology, or services in violation of any applicable U.S. export control or economic sanctions Export Control and Import Laws; or (ivD) has participated in any transaction connected with any purpose prohibited by U.S. export control applicable Export Control and economic sanctions Import Laws, including, without limitation, including support for international terrorism and nuclear, chemical, or biological weapons proliferation; or (E) has made, paid or received any unlawful bribes, kickbacks or other similar payments, has made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate, or otherwise has made, offered to make, or paid any payment or given anything of value or otherwise engaged in activities in violation of the FCPA. (cd) Except as would not have a Company Material Adverse EffectThe Sold Companies and, the Company has taken the necessary steps to make all of its products, software, and technology eligible for export under 15 C.F.R. Section 740.17(b) (“License Exception ENC”) and all in respect of the Company’s productsBusiness, softwareParent, Seller and technology currently is eligible for export under License Exception ENCtheir respective Subsidiaries, maintain policies and procedures reasonably designed to ensure compliance with Export Control and Import Laws. Such policies and procedures will transfer with the Sold Companies in connection with the Transactions.

International Trade Matters. Except as set forth in Schedule 4.23: (a) Except as would not have a Company Material Adverse Effect, (i) the The Company and its Subsidiaries are, and since January 1, 2016 have beenare in compliance, in compliance all material respects, with all applicable International Trade Laws, and (ii) at . At no time since January 1, 2016 during the last five years has the Company or any of its Subsidiaries Subsidiary committed any material violation of the International Trade Laws and there are no unresolved questions or claims concerning any material liability of the Company or any Subsidiary with respect to any such Lawslaws. Without limiting the foregoing, since January 1, 2016during the last five years, neither the Company nor any of its Subsidiaries Subsidiary has submitted any disclosures or received any notice that it is subject to any civil or criminal investigation, audit or any other inquiry involving or otherwise relating to any alleged or actual material violation of the International Trade Laws, except as would not have a Company Material Adverse Effect. (b) Except as would not have reasonably be expected to result in a material liability to the Company Material Adverse Effectand its Subsidiaries, taken as a whole, during the last three years, neither the Company, nor any of its Subsidiaries, nor any employees, officers, or directors of the Company or any of and its Subsidiaries, nor any agents or other persons acting for, on behalf of, or at the direction of the Company or any of its Subsidiaries: (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any U.S. Governmental Authority, including OFAC’s the Specially Designated Nationals and Blocked Persons List, OFAC’s the list of Foreign Sanctions Evaders, OFAC’s and the Sectoral Sanctions Identifications List, Commerce’s which are maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control; the Denied Persons List, List and the Commerce Entity List, which are maintained by the U.S. Department of Commerce, Bureau of Industry and Security; and the Debarred List List, which is maintained by the U.S. Department of State; (ii) has participated in any transaction involving such designated person persons or entityentities, or any country subject to an embargo or substantial restrictions on trade under the U.S. sanctions administered by OFACeconomic sanctions; (iii) has exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable U.S. export control or economic sanctions Lawslaws, regulations, or orders; or (iv) has participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Lawslaws, including, without limitation, including support for international terrorism and nuclear, chemical, or biological weapons proliferation. (c) Except as would not have a Company Material Adverse Effect, the Company has taken the necessary steps to make all of its products, software, and technology eligible for export under 15 C.F.R. Section 740.17(b) (“License Exception ENC”) and all of the Company’s products, software, and technology currently is eligible for export under License Exception ENC.