Common use of International Trade Clause in Contracts

International Trade. (a) The Company, its Subsidiaries, and their directors, managers, partners, officers, employees and Persons acting on behalf of the Company or its Subsidiaries are, and at all times during the past five years have been, in compliance in all material respects with applicable Trade Laws. (b) During the past five years, neither the Company nor any of its Subsidiaries has been the subject of investigations, voluntary, directed, or involuntary disclosures or proceedings under Trade Laws, and, to the Knowledge of the Company, there are no pending or threatened claims or investigations involving suspected or confirmed violations by the Company or its Subsidiaries, or by any of their directors, managers, partners, officers, employees, or Persons acting on behalf of the Company or its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries nor any of their directors, managers, partners, officers, or employees of the Company or its Subsidiaries, or, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Person. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required. (e) The Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all applicable import and export licenses and other Governmental Permits, consents, authorizations, waivers, approvals and orders, and have made or filed any and all necessary notices, registrations, declarations and filings with any Governmental Authority, and have met the requirements of any license or permit exceptions or exemptions, as required in connection with (i) the import, export, re-export, or transfer of products, services, software, or technologies, and (ii) releases of Intellectual Property, technical data, software, or technologies to foreign nationals located in the United States and abroad. The Company possess all customs, bonds, International Traffic in Arms Regulations and/or Export Administration Regulations licenses and other applicable export or import registrations, licenses, or other government authorizations that are necessary to operate its business. (f) The Company and its Subsidiaries have at all times during the past five years maintained and enforced policies and procedures reasonably designed to ensure compliance with applicable Trade Laws by the Company, its Subsidiaries, and each of their directors, managers, partners, officers, employees, agents, representatives, consultants or any other Person, in each case, acting for or on behalf of the Company or its Subsidiaries.

International Trade. (a) The Company, its Subsidiaries, Company and their directors, managers, partners, officers, employees and Persons acting on behalf of the Company or its Subsidiaries are, and at all times during the past five years have been, in compliance in all material respects with applicable Trade Laws. (b) During the past five years, neither the Company nor any of its Subsidiaries has been the subject of investigations, voluntary, directed, or involuntary disclosures or proceedings under Trade Laws, and, to the Knowledge of the Company, there are no pending each officer, director, manager, employee, agent or threatened claims or investigations involving suspected or confirmed violations by representative of the Company or and its Subsidiaries, or by any of their directorsin each case, managers, partners, officers, employees, or Persons acting on behalf of the Company or any of its Subsidiaries, is, and has been for the past five (5) years, in compliance with all applicable International Trade Laws and Anti-Corruption Laws. (cb) Neither the Company nor any of its Subsidiaries nor any of their directors, managers, partners, officers, or employees Each of the Company or its Subsidiaries, or, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Person. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required. (e) The Company and its Subsidiaries have obtainedhas, and are in compliance in all material respects withfor the past five (5) years has had, all applicable import and export licenses required licenses, license exemptions and other Governmental Permitsmaterial consents, consentsnotices, waivers, approvals, orders, authorizations, waivers, approvals and orders, and have made or filed any and all necessary notices, registrations, declarations declarations, classifications and filings with any Governmental Authority, and have met required for the requirements of any license or permit exceptions or exemptions, as required in connection with (i) the import, export, re-export, or transfer and import of products, services, software, or technologies, and (ii) releases of Intellectual Property, technical data, softwareand services in accordance with the International Trade Laws and any permit obtained thereunder, or technologies including in relation to the Company’s and its Subsidiaries’ launch activities and employment of any foreign nationals located in the United States and abroad. The Company possess all customs, bonds, International Traffic in Arms Regulations and/or Export Administration Regulations licenses and other applicable export or import registrations, licenses, or other government authorizations that are necessary to operate its businesspersons. (fc) The Company and its Subsidiaries have at all times during the past five years maintained and enforced policies and procedures reasonably designed to ensure compliance with applicable Trade Laws by the Company, its Subsidiaries, and each of their directors, managers, partners, officers, employees, agents, representatives, consultants or any other Person, in each case, acting for or on behalf None of the Company or any of its Subsidiaries is a Restricted Party and no agency of the United States Government has denied, suspended, or otherwise abridged the Company’s or any of its Subsidiaries’ export or import privileges. None of the Company or any of its Subsidiaries has been subject to any economic sanctions imposed by the United States, including, but not limited to, those enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State. None of the Company or any of its Subsidiaries contracts with, retains or employs any Person from, located, organized, or ordinarily resident in a Sanctioned Country in violation of International Trade Laws. (d) During the past five (5) years, none of the Company or any of its Subsidiaries has (i) been subjected to any investigation by a Governmental Authority for any past or present violation of any applicable International Trade Laws or Anti-Corruption Laws, (ii) conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any International Trade Laws or Anti-Corruption Laws or (iii) received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable International Trade Law.

International Trade. (a) The CompanySince October 16, 2023, Parent or any of its SubsidiariesAffiliates (excluding the Companies), solely in connection with the Business, and their directors, managers, partners, officers, employees and Persons acting on behalf of the Company or its Subsidiaries are, and at all times during the past five years Companies have been, in compliance complied in all material respects with applicable Trade Laws. (b) During the past five yearswith, neither the Company nor any of its Subsidiaries has been the subject of investigations, voluntary, directed, or involuntary disclosures or proceedings under Trade Laws, and, to the Knowledge of the Company, there are no pending or threatened claims or investigations involving suspected or confirmed violations by the Company or its Subsidiaries, or by any of their directors, managers, partners, officers, employees, or Persons acting on behalf of the Company or its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries nor any of their directors, managers, partners, officers, or employees of the Company or its Subsidiaries, or, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Person. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required. (e) The Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all applicable import and export licenses and other Governmental Permits, consents, authorizations, waivers, approvals and orders, and have made not taken any action that has violated or filed would reasonably be expected to result in a violation in any and all necessary notices, registrations, declarations and filings with any Governmental Authority, and have met the requirements material respect of any license or permit exceptions or exemptionsInternational Trade Laws. (b) Neither Parent nor any of its Affiliates (excluding the Companies), as required solely in connection with the Business, nor the Companies nor, to the Knowledge of Parent, any of their respective directors, executives, representatives, agents or employees, have since October 16, 2023: (i) acted, directly or indirectly, on behalf of a Sanctioned Person, nor are Parent or any of its Affiliates (excluding the importCompanies), exportsolely in connection with the Business, re-exportthe Companies or any of their respective directors, executives, representatives, agents or transfer of products, services, software, or technologies, and employees a Sanctioned Person; (ii) releases unlawfully conducted any business or engaged in making or receiving any contribution of Intellectual Propertyfunds, technical data, softwaregoods or services to or for the benefit of any Sanctioned Person, or technologies to foreign nationals located (iii) unlawfully dealt in, or otherwise engaged in, any transaction relating to, any property or interests in property of any Sanctioned Person. (c) Parent and its Affiliates (excluding the United States Companies), solely in connection with the Business, and abroad. The Company possess all customsthe Companies have not, bondssince October 16, International Traffic in Arms Regulations and/or Export Administration Regulations licenses 2023, received written notice of and, after due care and other applicable export inquiry, are not aware of, any current or import registrationsthreatened investigation, licensesinquiry, complaint, lawsuit, voluntary or involuntary disclosure, warning letter, penalty notice, or other regulatory or enforcement Action, whether internal, by a government authorizations that are necessary to operate regulator or agency, or a private party, alleging any violation of International Trade Laws, nor have Parent or any of its businessAffiliates (excluding the Companies), solely in connection with the Business, nor any of the Companies, nor any of their directors, executives, employees, representatives, or agents been convicted of violating in any material respect any International Trade Laws. (fd) The Company Companies have adopted and its Subsidiaries have at all times during the past five years maintained and enforced implemented policies and procedures reasonably designed to ensure compliance with applicable Trade Laws by the Companyprevent, its Subsidiariesdetect, and each deter violations of their directorsapplicable International Trade Laws, managersexcept was would not be materially adverse to the Companies or the Business, partners, officers, employees, agents, representatives, consultants or any other Person, in each case, acting for or on behalf of the Company or its Subsidiariestaken as a whole.

International Trade. (a) The Company, its Subsidiaries, Company and their directors, managers, partners, officers, employees and Persons acting on behalf of the Company or its Subsidiaries are, and at all times during the past five years have been, in compliance in all material respects with applicable Trade Laws. (b) During the past five years, neither the Company nor any of its Subsidiaries has been the subject of investigations, voluntary, directed, or involuntary disclosures or proceedings under Trade Laws, and, to the Knowledge of the Company, there are no pending each officer, director, manager, employee, agent or threatened claims or investigations involving suspected or confirmed violations by representative of the Company or and its Subsidiaries, or by any of their directorsin each case, managers, partners, officers, employees, or Persons acting on behalf of the Company or any of its Subsidiaries, is, and has been since January 25, 2022, in compliance with all applicable International Trade Laws and Anti- Corruption Laws. (cb) Neither the Company nor any of its Subsidiaries nor any of their directors, managers, partners, officers, or employees Each of the Company or its Subsidiaries, or, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Person. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required. (e) The Company and its Subsidiaries have obtainedhas, and are in compliance in all material respects withsince January 25, 2022 has had, all applicable import and export licenses required licenses, license exemptions and other Governmental Permitsmaterial consents, consentsnotices, waivers, approvals, orders, authorizations, waivers, approvals and orders, and have made or filed any and all necessary notices, registrations, declarations declarations, classifications and filings with any Governmental Authority, and have met required for the requirements of any license or permit exceptions or exemptions, as required in connection with (i) the import, export, re-export, or transfer and import of products, services, software, or technologies, and (ii) releases of Intellectual Property, technical data, softwareand services in accordance with the International Trade Laws and any permit obtained thereunder, or technologies including in relation to the Company’s and its Subsidiaries’ launch activities and employment of any foreign nationals located in the United States and abroad. The Company possess all customs, bonds, International Traffic in Arms Regulations and/or Export Administration Regulations licenses and other applicable export or import registrations, licenses, or other government authorizations that are necessary to operate its businesspersons. (fc) The Company and its Subsidiaries have at all times during the past five years maintained and enforced policies and procedures reasonably designed to ensure compliance with applicable Trade Laws by the Company, its Subsidiaries, and each of their directors, managers, partners, officers, employees, agents, representatives, consultants or any other Person, in each case, acting for or on behalf None of the Company or any of its Subsidiaries is a Restricted Party and no agency of the United States Government has denied, suspended, or otherwise abridged the Company’s or any of its Subsidiaries’ export or import privileges. None of the Company or any of its Subsidiaries has been subject to any economic sanctions imposed by the United States, including, but not limited to, those enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State. None of the Company or any of its Subsidiaries contracts with, retains or employs any Person from, located, organized, or ordinarily resident in a Sanctioned Country in violation of International Trade Laws. (d) Since January 25, 2022, none of the Company or any of its Subsidiaries has (i) been subjected to any investigation by a Governmental Authority for any past or present violation of any applicable International Trade Laws or Anti-Corruption Laws, (ii) conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any International Trade Laws or Anti-Corruption Laws or (iii) received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable International Trade Law.

International Trade. (a) The CompanyFor the last five years, its Subsidiariesnone of the Group Companies, and nor any of their directors, managers, partners, respective officers, employees and Persons acting on behalf directors or employees, nor, to the Knowledge of Treehouse, any of their agents or third-party representatives has, directly or indirectly, (i) made, authorized, offered, promised, agreed to give, solicited or received any bribe, unlawful rebate, payoff, influence payment, kickback, or other thing of value, regardless off form or amount, to or from any employee, representative or agent of a Governmental Authority or any other Person in violation of any Anti-Corruption Laws, (ii) established or maintained, or is maintaining, any unlawful fund of corporate monies or properties, (iii) used or is using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other unlawful expenses, (iv) has otherwise violated any Anti-Corruption Laws, or (v) in each case of (i) through (iv), in connection with or relating to the business of the Company or its Subsidiaries are, and at Company. At all times during the past last five years years, the Group Companies have been, in maintained written policies and procedures designed to ensure compliance in all material respects with applicable Trade Anti-Corruption Laws. (b) During None of the past five yearsGroup Companies, neither the Company nor any of its Subsidiaries has been the subject of investigationstheir officers, voluntarydirectors or employees, directed, or involuntary disclosures or proceedings under Trade Laws, andnor, to the Knowledge of the CompanyTreehouse, there are no pending or threatened claims or investigations involving suspected or confirmed violations by the Company or its Subsidiaries, or by any of their directorsagents or third-party representatives, managersis currently or has in the last five years been: (i) a Sanctioned Person; (ii) organized, partners, officers, employeeslocated, or Persons acting on behalf resident in a Sanctioned Country; (iii) operating in, conducting business with, or otherwise engaging in dealings, whether directly or indirectly (x) with or for the benefit of any Sanctioned Person, or (y) in or for the Company benefit of any Sanctioned Country; or its Subsidiaries(iv) otherwise in violation of any Sanctions, Ex-Im Laws or U.S. anti-boycott laws (“Trade Controls”). (c) Neither The Group Companies are not, nor have they in the Company nor last five years been, the subject of any legal proceeding regarding any offense or alleged offense under Anti-Corruption Laws or Trade Controls (including by virtue of its Subsidiaries nor having made any of their directorsvoluntary or involuntary disclosure relating to any offense or alleged offense), managers, partners, officers, and no such legal proceedings are pending or employees of the Company or its Subsidiaries, threatened in writing or, to the Knowledge of the CompanyTreehouse, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Personorally. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required. (e) The Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all applicable import and export licenses and other Governmental Permits, consents, authorizations, waivers, approvals and orders, and have made or filed any and all necessary notices, registrations, declarations and filings with any Governmental Authority, and have met the requirements of any license or permit exceptions or exemptions, as required in connection with (i) the import, export, re-export, or transfer of products, services, software, or technologies, and (ii) releases of Intellectual Property, technical data, software, or technologies to foreign nationals located in the United States and abroad. The Company possess all customs, bonds, International Traffic in Arms Regulations and/or Export Administration Regulations licenses and other applicable export or import registrations, licenses, or other government authorizations that are necessary to operate its business. (f) The Company and its Subsidiaries have at all times during the past five years maintained and enforced policies and procedures reasonably designed to ensure compliance with applicable Trade Laws by the Company, its Subsidiaries, and each of their directors, managers, partners, officers, employees, agents, representatives, consultants or any other Person, in each case, acting for or on behalf of the Company or its Subsidiaries.

International Trade. (a) The Company, its Subsidiaries, and their directors, managers, partners, respective officers, employees and Persons acting on behalf of the Company or its Subsidiaries are, and at all times during the past five years have been, in compliance in all material respects with applicable Trade Laws. (b) During the past five years, neither the Company nor any of its Subsidiaries has been the subject of investigations, voluntary, directed, or involuntary disclosures or proceedings under Trade Laws, and, to the Knowledge of the Company, there are no pending or threatened claims or investigations involving suspected or confirmed violations by the Company or its Subsidiaries, or by any of their directors, managers, partners, officers, employees, or Persons acting on behalf of the Company or its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries nor any of their directors, managers, partners, officers, or employees of the Company or its Subsidiaries, or, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries is: (1) located, organized, or resident in a Sanctioned Territory; (2) a Sanctioned Person; or (3) engaged, directly or indirectly, in dealings or transactions in or with a Sanctioned Territory or Sanctioned Person. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Person acting on behalf of the Company or its Subsidiaries has imported, exported, reexported, transferred, released, or otherwise provided, directly or indirectly, any commodities, technology, technical data, or software without first obtaining any import or export license, permit, or other government authorization as may be required. (e) The Company and its Subsidiaries have obtained, and are in compliance in all material respects with, all applicable import and export licenses and other Governmental Permits, consents, authorizations, waivers, approvals and orders, and have made or filed any and all necessary notices, registrations, declarations and filings with any Governmental Authority, and have met the requirements of any license or permit exceptions or exemptions, as required in connection with (i) the import, export, re-export, or transfer of products, services, software, or technologies, and (ii) releases of Intellectual Property, technical data, software, or technologies to foreign nationals located in the United States and abroad. The Company possess all customs, bonds, International Traffic in Arms Regulations and/or Export Administration Regulations licenses and other applicable export or import registrations, licenses, or other government authorizations that are necessary to operate its business. (f) The Company and its Subsidiaries have at all times during the past five years maintained and enforced policies and procedures reasonably designed to ensure compliance with applicable Trade Laws by the Company, its Subsidiaries, and each of their directors, managers, partners, officers, employees, agents, representatives, consultants or and any other Person, in each case, Person acting for or on behalf of any of the foregoing, are, and for the past four (4) years have been, in compliance with Sanctions and Trade Control Laws and have implemented and maintained policies and procedures to ensure compliance with Sanctions and Trade Control Laws. (b) Within the last four (4) years, the Company and its Subsidiaries have had all necessary authority under Sanctions and Trade Controls to conduct business in compliance with Sanctions and Trade Control Laws, including (i) necessary permits, licenses, or other authorizations for any export transactions, (ii) necessary permits, licenses, authorizations, or clearances for the disclosure of information to foreign Persons, and (iii) necessary registrations with any Governmental Authority having authority to implement applicable Sanctions and Trade Control Laws. All products and services marketed, licensed, sold, performed, or otherwise made available by the Company or its Subsidiaries have for the last four (4) years been marketed, licensed, sold, performed, or otherwise made available in compliance in all respects with all applicable Sanctions and Trade Control Laws. (c) None of the Company, its Subsidiaries, or their respective officers, directors, employees, agents, representatives, nor any other Person acting for or on behalf of any of the foregoing are, or in the last four (4) years have been, (i) a Sanctioned Person, (ii) owned or controlled by a Sanctioned Person, or (iii) directly or indirectly engaged in any business, transaction, or any other dealing with, involving, or for the benefit of, a Sanctioned Person or a Sanctioned Territory. (d) The Company, its Subsidiaries, and their respective officers, directors, employees, agents, representatives, and any other Person acting for or on behalf of any of the foregoing currently are not, and have not been during the past four (4) years, the subject or target of any disclosure (whether voluntary or involuntary), investigation, inquiry, request for information, audit, warning, or enforcement proceedings by, nor received any oral or written communication from, any Governmental Authority or any other Person regarding any actual or alleged violation, breach, or noncompliance of or with Sanctions and Trade Control Laws, and no such investigations, inquiries, or enforcement proceedings, to the Company’s knowledge, have been threatened or are pending.