Common use of Trade Controls Clause in Contracts

Trade Controls. (a) The Company, the Company Subsidiaries, and, to the Company’s knowledge, their respective directors, officers, employees, or persons acting on behalf thereof, are and since January 1, 2013 have been in compliance with United States and applicable foreign Laws, regulations, and orders pertaining to trade and economic sanctions, export and import controls, and anti-boycott requirements, including, without limitation, such laws and regulations administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Homeland Security, Her Majesty’s Treasury of the United Kingdom, the United Nations, the European Union, and EU member states (collectively, “Trade Controls”). Since January 1, 2013, there have been no claims, complaints, charges, investigations (to the Company’s knowledge), voluntary disclosures or proceedings under Trade Controls involving the Company or any Company Subsidiary, and to the Company’s knowledge, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof. (b) Neither the Company, the Company Subsidiaries, nor their respective directors, officers, employees, or Persons acting on behalf thereof, respectively, is: (1) located, organized, or resident in a country or territory that is or may, from time to time be, the target of comprehensive sanctions by the U.S. government (presently, Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine (collectively, “Sanctioned Areas”)); (2) the target of Trade Controls, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals and Blocked Persons List, the Department of State’s Nonproliferation Sanctions List, or the Department of Commerce’s Denied Persons List and Entity List; or (3) owned fifty percent or more, in the aggregate, or otherwise controlled, by any Persons described in clauses (1) or (2) (Persons described in this clause (b), collectively, a “Sanctioned Party”). (c) Neither the Company, the Company Subsidiaries, nor their respective directors, officers, employees, or Persons acting on behalf thereof, respectively, is engaged, directly or indirectly, in dealings or transactions in or with Sanctioned Areas or Sanctioned Parties in violation of U.S. Trade Controls. (d) None of the proceeds from this transaction will be used, directly or indirectly, for the benefit of a Sanctioned Area or Sanctioned Party, or otherwise in violation of U.S. Trade Controls.

Trade Controls. (a) The Company, None of the Company Subsidiaries, and, to the Company’s knowledge, Acquired Companies or any of their respective directors, officers, employeesconsultants, agents or other Persons acting therefor or on their behalf, is a Person that is, or persons is owned or controlled by Persons that are (i) the subject of any economic sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, Her Majesty’s Treasury or any applicable prohibited party list maintained by any U.S. Governmental Entity, the European Union or Her Majesty’s Treasury or (ii) located, organized or resident in a country or region that is the subject of comprehensive economic sanctions measures administered by any of the aforementioned Governmental Entities (including, currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine, collectively “Sanctioned Countries”). The Acquired Companies, their directors, officers, consultants, agents or other Persons acting for or on behalf thereoftheir behalf, are and since January 1, 2013 2018 have been been, in compliance in all material respects with United States and all applicable foreign LawsLaws concerning (A) the exportation, regulationsre-exportation, importation, transfer, and orders pertaining to trade and economic sanctionsretransfer of any commodities (including products), export and import controlssoftware, and technology, and customs or import, (B) economic sanctions measures, (C) U.S. anti-boycott requirements, including, without limitation, such laws and regulations measures administered and enforced by the U.S. Department Departments of Commerce and Treasury’s Office , and (D) trade controls of Foreign Assets Control (“OFAC”)other jurisdictions in which the Acquired Companies have conducted or are conducting business. Without limiting the foregoing, the U.S. Department of StateAcquired Companies have not engaged in business, the U.S. Department of Commerce, the U.S. Department of Homeland Security, Her Majesty’s Treasury of the United Kingdom, the United Nations, the European Union, and EU member states (collectively, “Trade Controls”). Since or unlawful transactions or dealings since January 1, 20132018 with any Sanctioned Countries or individuals or entities that are subject to comprehensive, there have been no claimsasset-blocking sanctions imposed pursuant to applicable trade control Laws or Persons located, complaintsordinarily resident in, charges, investigations (to part of the Company’s knowledge), voluntary disclosures or proceedings under Trade Controls involving the Company or any Company Subsidiary, and to the Company’s knowledge, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof. (b) Neither the Company, the Company Subsidiaries, nor their respective directors, officers, employeesgovernment of, or Persons acting on behalf thereof, respectively, is: (1) located, organized, or resident in a country or territory that is or may, from time to time be, organized under the target of comprehensive sanctions by the U.S. government (presently, Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine (collectively, “Sanctioned Areas”)); (2) the target of Trade Controls, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals and Blocked Persons List, the Department of State’s Nonproliferation Sanctions List, or the Department of Commerce’s Denied Persons List and Entity List; or (3) owned fifty percent or more, in the aggregate, or otherwise controlled, by any Persons described in clauses (1) or (2) (Persons described in this clause (b), collectively, a “Sanctioned Party”). (c) Neither the Company, the Company Subsidiaries, nor their respective directors, officers, employees, or Persons acting on behalf thereof, respectively, is engaged, directly or indirectly, in dealings or transactions in or with Sanctioned Areas or Sanctioned Parties in violation of U.S. Trade Controls. (d) None of the proceeds from this transaction will be used, directly or indirectly, for the benefit Laws of a Sanctioned Area or Sanctioned Party, or otherwise in violation of U.S. Trade ControlsCountry.

Trade Controls. (a) The Company, the Company its Subsidiaries, and, to the Company’s knowledge, and their respective directors, officers, employeesand, to the knowledge of the Company, employees have for the past five years (or persons acting on behalf thereofin the case of Apollo Fusion, are and LLC have since January July 1, 2013 have been 2021) conducted their activities in compliance with applicable laws and regulations pertaining to United States export controls and applicable foreign Laws, regulations, and orders pertaining to trade and economic sanctions, export and import controls, and anti-boycott requirements, including, without limitation, such laws and regulations the International Traffic in Arms Regulations (“ITAR”), administered and enforced by the U.S. Department of State’s Directorate of Defense Trade Controls, the Export Administration Regulations, administered by the U.S. Department of Commerce’s Bureau of Industry and Security, and the various sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Homeland Security, Her Majesty’s Treasury of the United Kingdom, the United Nations, the European Union, and EU member states (collectively, “Trade Controls”). Since January 1, 2013, there have been no claims, complaints, charges, investigations (to the Company’s knowledge), voluntary disclosures or proceedings under Trade Controls involving the Company or any Company Subsidiary, and to the Company’s knowledge, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof. (b) Neither None of the Company, the Company its Subsidiaries, nor or their respective directors, officers, or, to the knowledge of the Company, employees, or Persons acting on behalf thereof, respectively, is: (1) is located, organizedresident, or resident in organized under the laws of a country or territory that is or may, from time to time be, the target of comprehensive sanctions by the U.S. government (presently, Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine (collectively, “Sanctioned Areas”))Trade Controls restrictions; (2) the target of Trade Controls, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals and Blocked Persons List, the Department of State’s Nonproliferation Sanctions List, or the Department of Commerce’s Denied Persons List and Entity List; or (3) owned fifty percent or more, in the aggregate, or otherwise controlled, by any Persons described in clauses (1) or (2) (Persons described is designated on an applicable Governmental Entity list of prohibited or restricted persons, or owned or controlled by such a listed person. Without limiting the foregoing, the Company has obtained all export licenses and other approvals, and met all registration and reporting obligations as may be required pursuant to Trade Controls, and the Company is in this clause (b), collectively, a “Sanctioned Party”). (c) Neither compliance with the terms and conditions thereof. None of the Company, the Company its Subsidiaries, nor or their respective directors, officers, employeesor employees is or has been the subject or target of any charges, proceedings or Persons acting investigations by any Governmental Entity with respect to Trade Controls. Except as set forth on behalf thereofSchedule 3(yy), respectively, is engaged, directly or indirectlythe Company has not, in dealings the past five (5) years, made any mandatory or transactions in or voluntary disclosure with Sanctioned Areas or Sanctioned Parties in respect to a possible violation of U.S. Trade Controls to any Governmental Entity. The Company maintains policies and procedures reasonably designed to achieve compliance with applicable Trade Controls. (d) None of the proceeds from this transaction will be used, directly or indirectly, for the benefit of a Sanctioned Area or Sanctioned Party, or otherwise in violation of U.S. Trade Controls.

Trade Controls. (a) The CompanySSMP is, and during the Company Subsidiariespreceding five (5) years have been, and, to the Company’s knowledge, their respective directors, officers, employees, or persons acting on behalf thereof, are and since January 1, 2013 have been in material compliance with United States and (i) all applicable foreign sanctions Laws, regulations, and orders pertaining to trade and including the U.S. economic sanctions, export and import controls, and anti-boycott requirements, including, without limitation, such sanctions laws and regulations administered and enforced by the U.S. Department of the Treasury’s , Office of Foreign Assets Control (“OFAC”), (ii) any laws or regulations regarding the importation of goods, including the U.S. import laws administered by U.S. Customers and Border Protection, (iii) all applicable export control laws, including the Export Administration Regulations administered by the U.S. Department of State, Commerce and the International Traffic in Arms Regulations administered by the U.S. Department of Commerce, State and (iv) the anti-boycott regulations administered by the U.S. Department of Homeland Security, Her Majesty’s Treasury Commerce and the U.S. Department of the United Kingdom, the United Nations, the European Union, and EU member states Treasury (collectively, “Trade ControlsLaws”). Since January 1, 2013, there have been no claims, complaints, charges, investigations (to the Company’s knowledge), voluntary disclosures or proceedings under Trade Controls involving the Company or any Company Subsidiary, and to the Company’s knowledge, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof. (b) Neither the Company, the Company Subsidiaries, SSMP nor their respective any of its directors, officers, managers or employees, or Persons any person acting for or at the direction or on behalf thereofof any of them, respectively, is: (1) located, organizedhas been or is designated on, or resident in a country is owned or territory controlled by any party that has been or is or maydesignated on, from time to time be, the target any list of comprehensive sanctions restricted parties maintained by the U.S. government (presently, Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine (collectively, “Sanctioned Areas”)); (2) the target of Trade Controlsany Governmental Authority, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals and Blocked Persons List, the Department OFAC’s list of StateForeign Sanctions Evaders, OFAC’s Nonproliferation Sectoral Sanctions Identifications List, or the U.S. Department of Commerce’s Denied Persons List, the U.S. Department of Commerce’s Entity List and Entity List; or the Debarred List maintained by the U.S. Department of State (3) owned fifty percent or more, in the aggregate, or otherwise controlled, by any Persons described in clauses (1) or (2) (Persons described in this clause (b), collectivelyeach, a “Sanctioned PartyRestricted Party List”). (c) Neither SSMP has not participated in any transaction in the Company, the Company Subsidiaries, nor their respective directors, officers, employees, or Persons acting on behalf thereof, respectively, is engagedlast five (5) years involving, directly or indirectly, in dealings (i) any country against which the United States maintains or transactions in has maintained comprehensive economic sanctions or with Sanctioned Areas embargoes under Trade Laws, (ii) any instrumentality, agent, entity, or Sanctioned Parties in violation individual that is acting on behalf of, or directly or indirectly owned or controlled by, any Governmental Authorities of U.S. Trade Controlssuch countries, (iii) nationals of such countries or (iv) any organization, entity or individual appearing on any Restricted Party List at the time of such transaction. (d) None of Without limiting the proceeds from this transaction will be usedforegoing, directly SSMP has not submitted any disclosures or indirectlyreceived any written notice that it is subject to any civil or criminal investigation, for the benefit of a Sanctioned Area audit or Sanctioned Party, other inquiry involving or otherwise in relating to any alleged or actual violation of U.S. Trade ControlsLaws.

Trade Controls. (a) The Company, the Each Seller and Company Subsidiaries, and, to the Company’s knowledgeEntity, their respective directors, managers, officers, and employees, or persons and, to Sellers’ Knowledge, each Person acting on behalf thereofof any of the foregoing, are is, and since January 1at all times within the past five (5) years has, 2013 have been with respect to the Business, been, in compliance with United States applicable Laws pertaining to export controls, customs and applicable foreign Laws, regulationsimports, and orders pertaining to trade and economic sanctions, export and import controls, and anti-boycott requirements, including, without limitation, requirements including (i) such laws and regulations administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Homeland Security, Her Majesty’s Treasury of State (including the United KingdomExport Administration Regulations, the United NationsInternational Traffic in Arms Regulations), the European UnionU.S. Customs and Border Protection, and EU member states the U.S. Department of Treasury’s Internal Revenue Service, (ii) European Union Restrictive Measures (Sanctions) in Force, (iii) European Council Regulation No 42/2009, (iv) Israeli Defense Export Control Law and Regulations, (v) Israeli Import and Export Act and Orders, (vi) Israeli Trading with the Enemy Act of 1939 and orders promulgated thereunder and (vii) UN Security Council Sanctions Committee Resolution (collectively, “Trade Controls”). Since January 1, 2013In the past five (5) years, there have been no notices, inquiries, allegations, claims, complaints, charges, investigations (to the Company’s knowledge)investigations, voluntary or involuntary disclosures or proceedings with respect to the Business under Trade Controls involving the Company or any Company SubsidiaryControls, and to the Company’s knowledge, there are no pending or pending, threatened claims or investigations in writing, or, to Sellers’ Knowledge, otherwise threatened Actions with respect to the Business involving suspect suspected or confirmed violations thereof. (b) Neither the CompanyNone of Sellers, the Company SubsidiariesEntities, nor any of their respective directors, managers, officers, or employees, or Persons nor to Seller’s Knowledge, any Person acting on behalf thereofof any of the foregoing is currently, respectively, isor has been in the last five (5) years: (1i) locateda Sanctioned Person, (ii) organized, resident or resident located in a country or territory that is or may, from time to time be, the target of comprehensive sanctions by the U.S. government (presently, Cuba, Iran, North Korea, Sudan, SyriaSanctioned Country, or (iii) engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, to the Crimea region of Ukraine (collectively, “Sanctioned Areas”)); (2) the target of extent such activities violate applicable Trade Controls, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals and Blocked Persons List, the Department of State’s Nonproliferation Sanctions List, or the Department of Commerce’s Denied Persons List and Entity List; or (3) owned fifty percent or more, in the aggregate, or otherwise controlled, by any Persons described in clauses (1) or (2) (Persons described in this clause (b), collectively, a “Sanctioned Party”). (c) Neither the CompanyNone of Sellers, the Company Subsidiaries, nor their respective directors, officers, employeesEntities, or Persons any Person acting on behalf thereofof any of the foregoing, respectivelywith respect to the Business, is engagedhas in the past five (5) years or will export or re-export, directly or indirectly, in dealings any commodities, software, technologies or transactions in or with Sanctioned Areas or Sanctioned Parties in violation of U.S. Trade Controlsservices without first obtaining Permits as may be required by the applicable Governmental Authority. (d) None of the proceeds from this transaction will be used, directly or indirectly, for the benefit of a Sanctioned Area or Sanctioned Party, or otherwise in violation of U.S. Trade Controls.

Trade Controls. (a) The CompanyCompany and the Company Subsidiaries and any of their respective directors, officers and employees, in each case with respect to the Company and the Company Subsidiaries, andare and at all times within the past three (3) years have been in compliance, in all material respect, with applicable Trade Controls Laws. In the past three (3) years, there have been no material claims, complaints, charges, investigations, voluntary disclosures or proceedings against the Company or the Company Subsidiaries under Trade Controls Laws, and there are no pending or, to the Company’s knowledge, their respective directors, officers, employees, or persons acting on behalf thereof, are and since January 1, 2013 have been in compliance with United States and applicable foreign Laws, regulations, and orders pertaining to trade and economic sanctions, export and import controls, and anti-boycott requirements, including, without limitation, such laws and regulations administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Homeland Security, Her Majesty’s Treasury of the United Kingdom, the United Nations, the European Union, and EU member states (collectively, “Trade Controls”). Since January 1, 2013, there have been no claims, complaints, charges, investigations (to the Company’s knowledge), voluntary disclosures or proceedings under Trade Controls involving the Company or any Company Subsidiary, and to the Company’s knowledge, there are no pending or threatened material claims or investigations involving suspect or confirmed violations thereofthereof by the Company or the Company Subsidiaries. (b) Neither the Company, the Company Subsidiaries, Subsidiaries nor any of their respective directors, officers, officers or employees, or Persons acting on behalf thereof, respectively, is: (1x) located, organized, or resident in a country or territory that is or may, from time to time be, the target of a comprehensive sanctions trade embargo by the U.S. government (presently, Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine (collectively, “Sanctioned AreasCountries”)); (2y) the target of Trade ControlsControls Laws, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals (“SDN”) and Blocked Persons List, the Department of State’s Nonproliferation Sanctions List, or the Department of Commerce’s Denied Persons List and Entity List; , or (3) is owned fifty percent or more, in the aggregate, by one or otherwise controlled, by any Persons described in clauses more SDNs (1) or (2) (Persons described in this clause (b), collectively, a “Sanctioned PartyPerson”). ; or (cz) Neither the Company, the Company Subsidiaries, nor their respective directors, officers, employees, or Persons acting on behalf thereof, respectively, is engaged, directly or indirectly, in dealings or transactions in or with Sanctioned Areas Countries or Sanctioned Parties Persons in violation of U.S. Trade ControlsControls Laws. (dc) None To the knowledge of the proceeds from this transaction Company, none of Merger Consideration will be used, directly or indirectly, for the benefit of a Sanctioned Area Country or Sanctioned PartyPerson, or otherwise in violation of U.S. Trade ControlsControls Laws.

Trade Controls. Applicable Laws include U.S. export laws (aincluding the International Traffic in Arms Regulation (ITAR), 22 CFR 120-130, and the Export Administration Regulation (EAR), 15 CFR Parts 730 et seq.) The Company, and the Company Subsidiaries, and, anti-boycott rules implemented by the Departments of Commerce and Treasury. Information regarding export classifications of Tenable’s Products may be found on its website (xxx.xxxxxxx.xxx/xxxxxx-xxxxxxxx or a successor location). Customer agrees that it will be the exporter of record any time it causes the Products to be accessed outside the Company’s knowledge, their respective directors, officers, employees, or persons acting on behalf thereof, are and since January 1, 2013 have been in compliance with United States and applicable foreign Laws, regulations, and orders pertaining or by a national of any country other than the United States. The Parties further agree to comply with trade and economic sanctions, export and import controlsrules, and anti-boycott requirementsregulations of the United States, includingEuropean Union, without limitationEU member states, such laws United Kingdom and regulations administered other applicable government authorities and enforced shall not engage in prohibited trade to persons or entities who are the subject of an active sanction, embargo, or executive order. Customer hereby acknowledges and confirms that Customer (including Customer’s officers, directors, employees, representatives and agents): (i) is not included on, owned or controlled by an individual or entity included on, or acting on behalf of an individual or entity included on any of the restricted party lists maintained by the U.S. Department Government (e.g., Specially Designated Nationals List, Foreign Sanctions Evader List, Sectoral Sanctions Identification List, Denied Persons List, Unverified List, Entity List or List of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of Homeland Security, Her Majesty’s Treasury of the United Kingdom, the United Nations, the European Union, and EU member states Statutorily Debarred Parties) (collectively, “Trade ControlsRestricted Parties”). Since January 1; (ii) will not export, 2013re-export, there have been no claimstransfer, complaintsre-transfer or otherwise ship, charges, investigations (to the Company’s knowledge), voluntary disclosures directly or proceedings under Trade Controls involving the Company or any Company Subsidiary, and to the Company’s knowledge, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof. (b) Neither the Companyindirectly, the Company SubsidiariesProducts or related technology to or for use by or for Restricted Parties; (iii) will not export, nor their respective directorsre-export, officerstransfer, employeesre-transfer or otherwise ship, directly or Persons acting on behalf thereof, respectively, is: (1) located, organized, or resident in a country or territory that is or may, from time to time beindirectly, the target of comprehensive Products or related technology to or for use in, by or for countries or territories subject to U.S. economic sanctions by the U.S. government (presentlye.g., Crimea, Cuba, Iran, North Korea, Sudan, or Syria, or the Crimea region of Ukraine (collectively, “Sanctioned Areas”)); (2) the target of Trade Controls, including being identified on a U.S. government or applicable foreign restricted parties list, such as OFAC’s Specially Designated Nationals and Blocked Persons List, the Department of State’s Nonproliferation Sanctions List, or the Department of Commerce’s Denied Persons List and Entity List; or (3iv) owned fifty percent will not use or moresell the Products for nuclear end-uses, in rocket systems, unmanned air vehicles, chemical or biological weapons, maritime nuclear propulsion, weapons of mass destruction or other restricted end-uses except to the aggregate, or otherwise controlled, by any Persons described in clauses (1) or (2) (Persons described in this clause (b), collectively, a “Sanctioned Party”)extent consistent with Trade Control Laws. (c) Neither the Company, the Company Subsidiaries, nor their respective directors, officers, employees, or Persons acting on behalf thereof, respectively, is engaged, directly or indirectly, in dealings or transactions in or with Sanctioned Areas or Sanctioned Parties in violation of U.S. Trade Controls. (d) None of the proceeds from this transaction will be used, directly or indirectly, for the benefit of a Sanctioned Area or Sanctioned Party, or otherwise in violation of U.S. Trade Controls.