Common use of Trade Compliance Laws and Customs Laws Clause in Contracts

Trade Compliance Laws and Customs Laws. (i) None of the Company or its Affiliates, or any of their respective directors, managers, officers, employees, or, to Seller’s Knowledge, any agent of the Company or its Affiliates, is a Sanctioned Person. The Company and its Affiliates are, and for the past six (6) years have been, in compliance with all applicable Trade Compliance Laws and have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its Affiliates. The Company and its Affiliates: (i) have not directly or indirectly, exported, re-exported, sold or otherwise transferred (including transfers to non-U.S. persons located in the United States) any supplies, Software, technology or services in violation of applicable Trade Compliance Laws; (ii) where required by Law, have notified recipients of such supplies, Software, technology or services of the potential applicability of Trade Compliance Laws to the recipients’ use or other disposition thereof; and (iii) have not engaged, directly or indirectly, in any other transactions with Iran, Syria, Cuba, North Korea, and the Crimean Peninsula of the Ukraine, or any Person with whom the Company is prohibited from dealing under Trade Compliance Laws, including, for example, any Sanctioned Person. (ii) Without limiting the foregoing: (a) the Company has obtained or completed all registrations, reviews, Permits, licenses, license exceptions/exemptions, and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required in accordance with the Trade Compliance Laws for the conduct of the Company’s business; and (b) the Company is and has been in compliance with the terms of all such licenses that have been received within the past six (6) years or are currently in effect. Section 3.27(i)(ii) of the Disclosure Schedules lists the export licenses pursuant to Trade Compliance Laws issued to the Company and that are currently in effect. The Company does not produce, design, test, manufacture, fabricate or develop “critical technology” as that term is defined in 31 C.F.R. § 801.204. The Company has not manufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the United States or abroad, as those terms are defined in 22 Code of Federal Regulations Sections 120.6, 120.9, and 120.10, in violation of applicable Law. No charge, proceeding, investigation, or inquiry by any Governmental Authority with respect to a violation of any applicable Trade Compliance Laws is now pending or has been asserted or threatened with respect to the Company. The Company has not been the subject of any past charge, proceeding, investigation or inquiry with respect to potential or actual violations of any Trade Compliance Laws. (iii) The Company is in compliance with all applicable U.S. and non-U.S. customs Laws and regulations, including Laws enforced by U.S. Customs and Border Protection (collectively, “Customs Laws”), including any export or import declaration filing, payment of customs duties, compliance with import quotas, import registration or any other similar requirements related to the exportation or importation of supplies or services by the Company. There is no charge, proceeding, or investigation by any Governmental Authority with respect to a violation of any applicable Customs Laws that is now pending or threatened with respect to the Company. (iv) The Company has never made any voluntary disclosure with respect to a possible violation of Trade Compliance Laws to any Governmental Authority. The Company has not been subject to civil or criminal penalties imposed by any Governmental Authority with respect to violations of any Trade Compliance Laws.

Trade Compliance Laws and Customs Laws. (i) None of the Company or The Company, its Affiliates, or any of and to the Company’s Knowledge, their respective officers, directors, managers, officers, employees, or, to Seller’s Knowledge, any agent of the Company or its Affiliates, is a Sanctioned Person. The Company employees and its Affiliates areagents have complied at all times in all material respects, and for the past six (6) years have been, are in compliance in all material respects with all applicable Trade Compliance Laws and have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its AffiliatesLaws. The Company and and, to the Company’s Knowledge, its Affiliates: , (iA) have not directly or indirectly, exported, re-exported, sold or otherwise transferred (including transfers to non-U.S. persons Persons located in the United States) any supplies, Softwaresoftware, technology or services subject to Trade Compliance Laws in violation of applicable Trade Compliance Laws; (iiB) where required by applicable Law, have notified recipients of such supplies, Softwaresoftware, technology or services of the potential applicability of Trade Compliance Laws to the recipients’ use or other disposition thereof; and (iiiC) have not engaged, directly or indirectly, engaged in any other transactions with Iran, Syria, Cuba, North Korea, and the Crimean Peninsula of the Ukrainetransactions, or otherwise dealt, with any Person with whom the Company is U.S. Persons are prohibited from dealing under Trade Compliance Laws, including, for example, any Sanctioned PersonPerson designated by the Office of Foreign Assets Control on the list of Specially Designated Nationals and Blocked Persons. (ii) Without limiting the foregoing: (a) the Company has obtained or completed all registrations, reviews, Permits, licenses, license exceptions/exemptions, and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required in accordance with the Trade Compliance Laws for the conduct of the Company’s business; and (b) the Company is and has been in compliance with the terms of all such licenses that have been received within the past six (6) years or are currently in effect. Section 3.27(i)(ii) of the Disclosure Schedules lists the export licenses pursuant to Trade Compliance Laws issued to the Company and that are currently in effect. The Company does not produce, design, test, manufacture, fabricate or develop “critical technology” as that term is defined in 31 C.F.R. § 801.204. The Company has not manufactured “defense articles,” exported “defense articles” received notice, written, or furnished “defense services” or “technical data” to foreign nationals in the United States or abroadCompany’s Knowledge, as those terms are defined in 22 Code oral, of Federal Regulations Sections 120.6, 120.9, and 120.10, in violation of applicable Law. No any charge, proceeding, investigation, proceeding or inquiry investigation by any Governmental Authority Entity with respect to a violation of any applicable Trade Compliance Laws that is now pending or has been asserted or threatened with respect to the Company. The Company has not been the subject of any past charge, proceeding, investigation or inquiry with respect to potential or actual violations of any Trade Compliance Lawspending. (iii) The Company is in compliance in all material respects with all applicable U.S. and non-U.S. customs Laws and regulations, including Laws enforced by U.S. Customs and Border Protection regulations (collectively, “Customs Laws”), including any export or import declaration filing, payment of customs duties, compliance with import quotas, import registration or any other similar requirements related to the exportation or importation of supplies or services by the Company. There is no The Company has not received written, or to the Company’s Knowledge, oral, notice of any charge, proceeding, proceeding or investigation by any Governmental Authority Entity with respect to a violation of any applicable Customs Laws that is now pending or threatened with respect to the Companypending. (iv) The Except as set forth on Schedule 4.25(j)(iv), the Company has never not, in the past six (6) years, made any voluntary disclosure with respect to a possible violation of Trade Compliance Laws or Customs Laws to any Governmental Authority. The Company has not been subject to civil or criminal penalties imposed by any Governmental Authority with respect to violations of any Trade Compliance LawsEntity.

Trade Compliance Laws and Customs Laws. (i) None of the Company or The Company, its Affiliates, or any of and their respective officers, directors, managers, officers, employees, or, to Seller’s Knowledge, any agent of the Company or its Affiliates, is a Sanctioned Person. The Company employees and its Affiliates areagents have complied at all times, and for the past six (6) years have been, are in compliance with all applicable Trade Compliance Laws and have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its AffiliatesLaws. The Company and its Affiliates: , (i) have not directly or indirectly, exported, re-exported, sold or otherwise transferred (including transfers to non-U.S. persons located in the United States) any supplies, Softwaresoftware, technology or services subject to Trade Compliance Laws in violation of applicable Trade Compliance Laws; (ii) where required by Lawlaw, have notified recipients of such supplies, Softwaresoftware, technology or services of the potential applicability of Trade Compliance Laws to the recipients’ use or other disposition thereof; and (iii) have not engaged, directly or indirectly, engaged in any other transactions with Iran, Syria, Cuba, North Korea, and the Crimean Peninsula of the Ukrainetransactions, or otherwise dealt, with any Person with whom the Company is U.S. persons are prohibited from dealing under Trade Compliance Laws, including, for example, any Sanctioned PersonPerson designated by the Office of Foreign Assets Control on the list of Specially Designated Nationals and Blocked Persons. (ii) Without limiting the foregoing: (a) the Company has obtained or completed all registrations, reviews, Permits, licenses, license exceptions/exemptions, and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required in accordance with the Trade Compliance Laws for the conduct of the Company’s business; and (b) the Company There is and has been in compliance with the terms of all such licenses that have been received within the past six (6) years or are currently in effect. Section 3.27(i)(ii) of the Disclosure Schedules lists the export licenses pursuant to Trade Compliance Laws issued to the Company and that are currently in effect. The Company does not produce, design, test, manufacture, fabricate or develop “critical technology” as that term is defined in 31 C.F.R. § 801.204. The Company has not manufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the United States or abroad, as those terms are defined in 22 Code of Federal Regulations Sections 120.6, 120.9, and 120.10, in violation of applicable Law. No no charge, proceeding, investigation, Proceeding or inquiry investigation by any Governmental Authority Government Body with respect to a violation of any applicable Trade Compliance Laws that is now pending or has been asserted or threatened with respect to the Company. The Company has not been the subject of any past charge, proceeding, investigation or inquiry with respect to potential or actual violations of any Trade Compliance Laws. (iii) The Company is in compliance with all applicable U.S. and non-U.S. customs Laws and regulations, including Laws enforced by U.S. Customs and Border Protection regulations (collectively, “Customs Laws”), including any export or import declaration filing, payment of customs duties, compliance with import quotas, import registration or any other similar requirements related to the exportation or importation of supplies or services by the Company. There is no charge, proceeding, Proceeding or investigation by any Governmental Authority Government Body with respect to a violation of any applicable Customs Laws that is now pending or threatened with respect to the Company. (iv) The Company has never not, in the past six (6) years, made any voluntary disclosure with respect to a possible violation of Trade Compliance Laws or Customs Laws to any Governmental Authority. The Company has not been subject to civil or criminal penalties imposed by any Governmental Authority with respect to violations of any Trade Compliance LawsGovernment Body.

Trade Compliance Laws and Customs Laws. (i) None of the Company or The Company, its Affiliates, or any of and their respective officers, directors, managers, officers, employees, or, to Seller’s Knowledge, any agent of the Company or its Affiliates, is a Sanctioned Person. The Company employees and its Affiliates areagents have complied at all times, and for the past six (6) years have been, are in compliance with all applicable Trade Compliance Laws and have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its AffiliatesLaws. The Company and its Affiliates: , (i) have not directly or indirectly, exported, re-exported, sold or otherwise transferred (including transfers to non-U.S. persons located in the United States) any supplies, Softwaresoftware, technology or services subject to Trade Compliance Laws in violation of applicable Trade Compliance Laws; (ii) where required by Law, have notified recipients of such supplies, Softwaresoftware, technology or services of the potential applicability of Trade Compliance Laws to the recipients’ use or other disposition thereof; and (iii) have not engaged, directly or indirectly, engaged in any other transactions with Iran, Syria, Cuba, North Korea, and the Crimean Peninsula of the Ukrainetransactions, or otherwise dealt, with any Person with whom the Company is U.S. persons are prohibited from dealing under Trade Compliance Laws, including, for example, any Sanctioned PersonPerson designated by the Office of Foreign Assets Control on the list of Specially Designated Nationals and Blocked Persons. (ii) Without limiting the foregoing: (a) the Company has obtained or completed all registrationsThere is no charge, reviewsproceeding or, Permits, licenses, license exceptions/exemptions, and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required in accordance with the Trade Compliance Laws for the conduct of to the Company’s business; and (b) the Company is and has been in compliance with the terms of all such licenses that have been received within the past six (6) years or are currently in effect. Section 3.27(i)(ii) of the Disclosure Schedules lists the export licenses pursuant to Trade Compliance Laws issued to the Company and that are currently in effect. The Company does not produceKnowledge, design, test, manufacture, fabricate or develop “critical technology” as that term is defined in 31 C.F.R. § 801.204. The Company has not manufactured “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the United States or abroad, as those terms are defined in 22 Code of Federal Regulations Sections 120.6, 120.9, and 120.10, in violation of applicable Law. No charge, proceeding, investigation, or inquiry investigation by any Governmental Authority with respect to a violation of any applicable Trade Compliance Laws that is now pending or or, to Company’s Knowledge, has been asserted or threatened with respect to the Company. The Company has not been the subject of any past charge, proceeding, investigation or inquiry with respect to potential or actual violations of any Trade Compliance Laws. (iii) The Company is in compliance with all applicable U.S. and non-U.S. customs Laws and regulations, including Laws enforced by U.S. Customs and Border Protection regulations (collectively, “Customs Laws”), including any export or import declaration filing, payment of customs duties, compliance with import quotas, import registration or any other similar requirements related to the exportation or importation of supplies or services by the Company. There is no charge, proceedingproceeding or, or to Company’s Knowledge, investigation by any Governmental Authority with respect to a violation of any applicable Customs Laws that is now pending or or, to Company’s Knowledge, threatened with respect to the Company. (iv) The Company has never not, in the past six (6) years, made any voluntary disclosure with respect to a possible violation of Trade Compliance Laws or Customs Laws to any Governmental Authority. The Company has not been subject to civil or criminal penalties imposed by any Governmental Authority with respect to violations of any Trade Compliance Laws.