Common use of Sanctions and International Trade Compliance Clause in Contracts

Sanctions and International Trade Compliance. (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (B) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable International Trade Laws or Sanctions Laws, or possible noncompliance with required Export Approvals. (ii) None of the Company or any of its Subsidiaries or any of their respective directors or officers or, to the Knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (A) is, or has been during the past five years, a Sanctioned Person, or (B) has transacted business, related to the Company or any of its Subsidiaries, directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (ia) To the Knowledge of the Company, the Company, The Company and its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five three (3) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, except as would not reasonably be expected to be material to the Company and (B) its Subsidiaries, taken as a whole. The Company and its Subsidiaries have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-exportre‑export, deemed export, deemed re-exportre‑export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”), except where the failure to have obtained such required Export Approvals would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or threatened Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations that allege any material violation of applicable International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) is, or has been during the past five three (3) years, a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country Country, in material violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (ia) To The Company and its Subsidiaries, their respective directors and officers, and to the Knowledge knowledge of the Company, the Companyemployees, its Subsidiaries and their respective directorsagents, officersrepresentatives, and agents while other Persons acting on behalf of the Company or any of the Company’s Subsidiaries, (Ai) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no and have not been any pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) is, or has been during the past five (5) years, been a Sanctioned Person, Person or (Bii) has transacted business, related to business on the behalf of the Company or any of its Subsidiaries, Subsidiaries directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws, or with any other restricted person or entity in violation of International Trade Laws.

Sanctions and International Trade Compliance. (a) The Company and each of its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been been, for the past five (5) years, in compliance (A) in all material respects respects, with all applicable International Trade Laws and Sanctions Ex-Im Laws, and (B) with applicable Sanctions, and (ii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable International Trade the Ex-Im Laws and applicable Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against Actions concerning the Company or any of the Company’s Subsidiaries concerning possible violations of applicable International Trade related to any Ex-Im Laws or Sanctions Laws, or possible noncompliance with required any Export Approvals. (iib) None of the Company or any of its Subsidiaries or any of their the respective directors directors, managers or officers officers, employees or, to the Knowledge knowledge of the Company, any agents (acting as such) of the Company’s Company or any of its Subsidiaries’ respective employees, agents, representatives Subsidiaries or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) isis or, or has been during the past five (5) years, has been a Sanctioned Person or (ii) has engaged in any dealings with or involving any Sanctioned Person, or (B) has transacted business, related to the Company or any of its Subsidiaries, directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Lawsor (iii) has engaged in any export, re-export, transfer or provision of any goods, software, technology, data or service without, or exceeding the scope of, any applicable licenses or authorizations in material violation of any Ex-Im Laws or applicable Sanctions or any Export Approvals. (c) Each of the Company and its Subsidiaries has instituted and maintains policies and procedures designed to promote and achieve compliance with Ex-Im Laws and applicable Sanctions.

Sanctions and International Trade Compliance. (a) The Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five (5) years, in compliance in all material respects with all applicable Anti-Money Laundering Laws, International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any requisite material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer of its products and technologies as required under applicable the Anti-Money Laundering Laws, International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any Anti-Money Laundering Laws, International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, employees or any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) is, or has been during the past five (5) years, been a Sanctioned Person, Person or (Bii) has transacted businesshas, related to while acting on behalf of the Company or any of its Subsidiaries, transacted business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (a) The Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material all requisite filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer of its products and technologies as required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations related to any International Trade Laws or Sanctions Laws or any Export Approvals. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, or, to the knowledge of the Company, any of their respective employees or agents is or has in the past five (5) years been a Sanctioned Person. Neither the Company nor any of its Subsidiaries has engaged in the past five (5) years in any business, directly or knowingly indirectly, with or in any Sanctioned Country or Sanctioned Person. Since January 1, 2022, neither the Company nor any of its Subsidiaries have engaged in any business, directly or knowingly indirectly, in Russia or Belarus. (c) The Company and its Subsidiaries have in place written policies, controls, and systems reasonably designed to ensure compliance with all applicable International Trade Laws and Sanctions Laws. (d) During the past five (5) years, neither the Company nor any of its Subsidiaries has (i) made any voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any non-compliance with any International Trade Laws or Sanctions Laws, (ii) been the subject of a past, current, pending or threatened investigation, inquiry or enforcement proceeding for a violation of International Trade Laws or Sanctions Laws, or possible noncompliance with required Export Approvals. (iiiii) None of the Company or received any of its Subsidiaries or any of their respective directors or officers ornotice, to the Knowledge of the Companyrequest, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (A) ispenalty, or has been during the past five years, a Sanctioned Person, citation for any actual or (B) has transacted business, related to the Company potential non-compliance with International Trade Laws or any of its Subsidiaries, directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (a) The Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five three (3) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, declarations or other authorizations from, and have made any material all requisite filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, export or transfer of its products and technologies as required under applicable the International Trade Laws and or Sanctions Laws (the “Export Approvals”). There are are, and have been for the past three (3) years, no pending or, to the Knowledge of the Company, threatened, or threatened claims, complaints, charges, investigations, voluntary disclosures investigations or Legal Proceedings Actions against the Company or Company, any of the Company’s Subsidiaries, or any of their respective current or former directors or officers (in each case in their capacity as such) related to any International Trade Laws or Sanctions Laws or any Export Approvals. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers or agents is or has in the past three (3) years been a Sanctioned Person. Neither the Company nor any of its Subsidiaries concerning possible violations has engaged in the past three (3) years in any business or dealings, directly or knowingly indirectly, with, involving or for the benefit of applicable any Sanctioned Country or Sanctioned Person, in violation of Sanctions Laws. Since January 1, 2022, neither the Company nor any of its Subsidiaries have engaged in any business, directly or indirectly, in Russia or Belarus. (c) The Company and its Subsidiaries have in place written policies, procedures, controls and systems reasonably designed to ensure compliance with International Trade Laws and Sanctions Laws. (d) During the past three (3) years, neither the Company nor any of its Subsidiaries has (i) made any voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged or apparent act or omission arising under or relating to any International Trade Laws or Sanctions Laws, or possible noncompliance with required Export Approvals. (ii) None of the Company received any notice, request, penalty or citation for any of its Subsidiaries actual or any of their respective directors potential non-compliance with International Trade Laws or officers or, to the Knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (A) is, or has been during the past five years, a Sanctioned Person, or (B) has transacted business, related to the Company or any of its Subsidiaries, directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (ia) To the Knowledge of the Company, the The Company, its Subsidiaries Subsidiaries, and their respective directors, officers, and agents while employees and, to the knowledge of the Company, the agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (Ai) are, and have been for the past five years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, threatened claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings Actions against the Company or any of the Company’s Subsidiaries concerning possible violations of related to any applicable International Trade Laws or Laws, Sanctions Laws, or possible noncompliance with required any Export Approvals. (iib) None of the Company or any of its Subsidiaries or any of their respective directors or officers or, to the Knowledge knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (Ai) is, or has been during the past five years, been a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (ia) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf Each of the Company and its Subsidiaries (Ai) are, and have been for since the past five yearsReference Date, in compliance in all material respects with all applicable International Trade Export Control Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable International Trade the Export Control Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings Action against any Company or any of its Subsidiaries related to any Export Control Laws or Sanctions Laws or any Export Approvals. The Company and its Subsidiaries are not organized, resident, or located in Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine. (b) Neither the Company nor any of its Subsidiaries nor any of their respective directors or officers, or to the knowledge of the Company, employees or any of the Company’s Subsidiaries concerning possible violations of applicable International Trade Laws or Sanctions Laws, or possible noncompliance with required Export Approvals. (ii) None of the Company or any of its Subsidiaries or any of their respective directors or officers or, to the Knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries Subsidiaries, (Ai) is, or has since the Reference Date, been during the past five years, a Sanctioned Person, Sanctions Target or (Bii) has transacted business, related to the Company or any of its Subsidiaries, business directly or knowingly indirectly with any Sanctioned Person Sanctions Target or in any Sanctioned Country country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions Laws, in violation of applicable Sanctions Laws. The Company and its Subsidiaries have in place a system of internal controls designed to provide reasonable assurance that violations of Export Control Laws and Sanctions Laws will be prevented, detected, and deterred.

Sanctions and International Trade Compliance. (ia) To The Company and its Subsidiaries as well as its directors and officers, and to the Knowledge knowledge of the Company, the Companyits managers, its Subsidiaries employees, agents and their respective directors, officers, and agents while acting on behalf of the Company third-party representatives (Ai) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, regulatory or administrative proceedings, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, nor to the Knowledge knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective managers, employees, agents, agents or representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (A) isthe Company’s Subsidiaries, is or has been during the past five years, (5) years (i) a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, transacting business directly or knowingly indirectly indirectly, or otherwise engaging in dealings, with or for the benefit of, any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) Since December 31, 2017, the Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, are and have been for the past five years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures disclosures, Actions or Legal Proceedings proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export ApprovalsApproval. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, employees or any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) is, or has since December 31, 2017, been during the past five years, a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (a) The Company and the Brazilian Subsidiary and, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business, Embraer and its other Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, Laws and (Bii) have obtained all required licensesLicenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge of the CompanyEmbraer, threatened, threatened claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company and the Brazilian Subsidiary and, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business, Embraer and its other Subsidiaries related to any of the Company’s Subsidiaries concerning possible violations of applicable International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of the Company or any of its Subsidiaries or any of their respective directors or officers the Brazilian Subsidiary or, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business, Embraer and its other Subsidiaries, or to the Knowledge of the CompanyEmbraer, any of the Company’s or any of its Subsidiaries’ respective employeesRepresentatives thereof, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (Ai) is, or has been during the past five years(5) years been, a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (ia) To The Company and its Subsidiaries and, to the Knowledge knowledge of the Company, the Company, its Subsidiaries agents and their respective directors, officers, and agents while third-party representatives acting on behalf of the Company or any of the Company’s Subsidiaries (Ai) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, regulatory or administrative proceedings, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers ordirectors, officers, managers, employees, nor, to the Knowledge knowledge of the Company, any of the Company’s or any of its Subsidiaries’ respective employees, agents, agents and third-party representatives or other Persons acting on behalf of the Company or any of its Subsidiaries (A) isthe Company’s Subsidiaries, is or has been during the past five years, (5) years (i) a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, transacting business directly or knowingly indirectly indirectly, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (a) The Company and each Company Subsidiary (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officersis, and agents while acting on behalf of the Company (A) arehas since January 1, and have been for the past five years2017, in compliance in all material respects with all applicable International Trade Laws and Sanctions LawsSanctions, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer of its products as required under applicable International Trade Laws and Sanctions Laws (the “Export Approvals”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings legal proceedings against the Company or any of the Company’s Company Subsidiaries concerning possible violations of related to any applicable International Trade Laws or Sanctions Laws, or possible noncompliance with required any Export Approvals, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iib) None of Neither the Company or nor any Company Subsidiary nor any of its Subsidiaries or any of their respective directors or officers directors, officers, employees or, to the Knowledge knowledge of the Company, any of the Company’s or any of its Subsidiaries’ Company Subsidiary’s respective employees, agents, representatives or other Persons persons acting on behalf of the Company or any of its Company Subsidiaries (Ai) is, or has been during the past five yearsat any time since January 1, 2017 been, a Sanctioned Person; (ii) has, or (B) has transacted business, related to the Company knowledge of the Company, engaged in unauthorized transactions or any of its Subsidiaries, dealings directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country Country; or (iii) has, to the knowledge of the Company, been the subject of or otherwise involved in violation investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of applicable Sanctions LawsInternational Trade Laws or Sanctions, and has not been notified of any such pending or threatened actions, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Sanctions and International Trade Compliance. (a) The Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, ; and (Bii) have obtained all required licensesLicenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). The Company and its Subsidiaries will by the Closing have instituted and maintained policies and procedures reasonably designed to ensure compliance with International Trade Laws and Sanctions Laws. There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, employees or any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries; (Ai) is, or has been during the past five (5) years, been a Sanctioned Person; (ii) has been located, organized, or resident in a Sanctioned Country; or (Biii) has transacted business, related to the Company or any of its Subsidiaries, business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.

Sanctions and International Trade Compliance. (a) The Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, and have been for the past five (5) years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material requisite filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer of its products and technologies as required under applicable the International Trade Laws and Sanctions Laws (the “Export Trade Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, penalties, notices, requests, citations, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws or any Trade Approvals. During the past five (5) years, the Company and its Subsidiaries have not made any voluntary, directed, or involuntary disclosures to any Governmental Authority or similar entity with respect to any alleged act or omission arising under or relating to any non-compliance with any International Trade Laws or Sanctions Laws, or possible noncompliance with required Export Approvals. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, any of their respective employees or any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) is, or has been during the past five (5) years, been a Sanctioned Person, Person or (Bii) has transacted businesshas, related to while acting on behalf of the Company or any of its Subsidiaries, transacted business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws. (c) The Company and its Subsidiaries have in place written policies, controls and systems reasonably designed to ensure compliance in all respects with applicable International Trade Laws and Sanctions Laws.

Sanctions and International Trade Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) Since April 1, 2019, the Company and its Subsidiaries (i) To the Knowledge of the Company, the Company, its Subsidiaries and their respective directors, officers, and agents while acting on behalf of the Company (A) are, are and have been for the past five years, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (Bii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under applicable the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the Knowledge knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures disclosures, Actions or Legal Proceedings proceedings against the Company or any of the Company’s Subsidiaries concerning possible violations of applicable related to any International Trade Laws or Sanctions Laws, Laws or possible noncompliance with required any Export ApprovalsApproval. (iib) None of Neither the Company or nor any of its Subsidiaries or nor any of their respective directors or officers orofficers, or to the Knowledge knowledge of the Company, employees or any of the Company’s or any of its Subsidiaries’ respective employees, agents, representatives or other Persons acting on behalf of the Company or any of its Subsidiaries the Company’s Subsidiaries, (Ai) is, or has since April 1, 2019, been during the past five years, a Sanctioned Person, Person or (Bii) has transacted business, related to the Company or any of its Subsidiaries, business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of applicable Sanctions Laws.