Common use of Export Control and Sanctions Clause in Contracts

Export Control and Sanctions. (a) Each of the Company and its Subsidiaries is and, during the three (3) years preceding the date of this Agreement, has been in material compliance with all applicable Export Control Rules, including all applicable regulations pertaining to the disclosure of technical information to foreign Persons wherever located and/or the provision of access to such technical information by such foreign Persons. Neither the Company nor any of its Subsidiaries has received any written or (to the Knowledge of the Company) other notice alleging that the Company or any of its Subsidiaries is not in material compliance with, or has any material liability under, such Export Control Rules, or has engaged in any brokering activity as defined in 22 C.F.R. 129.2(b). During the three (3) years preceding the date of this Agreement, each of the Company and its Subsidiaries has obtained and complied in all material respects with all material licenses, agreements, authorizations and license exceptions or exemptions required for the Company or such Subsidiary’s exports of articles or technology or provision of services. (b) Section 3.29(b) of the Disclosure Schedule sets forth a true, correct and complete list of all material licenses, agreements and other authorizations maintained or relied upon by each of the Company and its Subsidiaries under the Export Control Rules. (c) During the three (3) years preceding the date of this Agreement, neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation regarding potential or actual material non-compliance with Export Control Rules, made any mandatory or voluntary disclosure or declined to make a voluntary disclosure with respect to any known violation of Export Control Rules, or failed to make any mandatory report or disclosure to any Governmental Entity pursuant to Export Control Rules. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Representative or Affiliate is, or has been, controlled by, acting on behalf of, or majority owned individually or by aggregating ownership interests of (i) a national of, Governmental Entity of, or entity operating in or organized under the Laws of Cuba, Iran, North Korea, Syria, Sudan, or the Crimea region of Ukraine; (ii) a Specially Designated National or Blocked Person, or other Person designated on the Consolidated Sanctions List maintained by the U.S. Department of the Treasury Office of Foreign Assets Control; (iii) a Person designated on the Denied Persons List, Entity List, or Unverified List maintained by the U.S. Department of Commerce Bureau of Industry and Security; (iv) a Person designated on the Debarred List maintained by the U.S. Department of State Directorate of Defense Trade Controls; (v) a Person designated by the U.S. Department of the Treasury as a financial institution of primary money laundering concern, or (vi) a Person otherwise prohibited from engaging in financial transactions with U.S. Persons (collectively, “Restricted Persons”). (e) Without limiting the foregoing, neither the Company nor any of its Subsidiaries has conducted any transaction directly or indirectly with, or exported, re-exported, or transferred any commodity, material, equipment, software, technology or service to, any Restricted Person, except in accordance with a license or other authorization issued pursuant to applicable Export Control Rules.

Export Control and Sanctions. (a) Each of the Company Acquired Companies is and its Subsidiaries is and, during the three (3) years preceding the date of this Agreement, has been in material compliance with all applicable Export Control Rules, including all applicable regulations pertaining to the disclosure of technical information to foreign Persons wherever located and/or the provision of access to such technical information by such foreign Persons, and has maintained a written internal program to facilitate such compliance, including training, technology assessment and classification, transaction screening, license compliance tracking, export clearance and recordkeeping measures. Neither the Company nor any of its Subsidiaries has received any written or (to the Knowledge None of the Company) other Acquired Companies has received, since January 1, 2015, any notice alleging that the any Acquired Company or any of its Subsidiaries is not in material compliance with, or has any material liability under, such Export Control Rules, or has engaged in any brokering activity as defined in 22 C.F.R. 129.2(b). During the three (3) years preceding the date of this Agreement, each Each of the Company and its Subsidiaries Acquired Companies has obtained and complied in all material respects with all material licenses, agreements, authorizations and license exceptions or exemptions required for the Company or such SubsidiaryAcquired Company’s exports of articles or technology or provision of services. (b) Section 3.29(bSchedule 3.18(b) of the Disclosure Schedule sets forth a true, correct and complete list of all material licenses, agreements and other authorizations maintained or relied upon by each of the Company and its Subsidiaries Acquired Companies under the Export Control Rules. (c) During None of the three (3) years preceding the date of this Agreement, neither the Company nor any of its Subsidiaries Acquired Companies has conducted or initiated any internal investigation regarding potential or actual material non-compliance with Export Control Rulesinvestigation, made any mandatory or voluntary disclosure or declined to make a voluntary disclosure with respect to any known violation of Export Control Rules, or failed to make any mandatory report or disclosure to any Governmental Entity Authority pursuant to Export Control Rules. (d) Neither the Company nor any of its Subsidiaries nor, to the Knowledge None of the Company, any Acquired Companies and no current or former Representative or Affiliate isthereof are, or has have been, controlled by, acting on behalf of, or majority owned individually or by aggregating ownership interests of (i) a national of, Governmental Entity Authority of, or entity operating in or organized under the Laws of Cuba, Iran, North Korea, Russia, Syria, Sudan, or the Crimea region of Ukraine; (ii) a Specially Designated National or Blocked Person, or other Person designated on the Consolidated Sanctions List maintained by the U.S. Department of the Treasury Office of Foreign Assets Control; (iii) a Person designated on the Denied Persons List, Entity List, or Unverified List maintained by the U.S. Department of Commerce Bureau of Industry and Security; (iv) a Person designated on the Debarred List maintained by the U.S. Department of State Directorate of Defense Trade Controls; (v) a Person designated by the U.S. Department of the Treasury as a financial institution of primary money laundering concern, or (vi) a Person otherwise prohibited from engaging in financial transactions with U.S. Persons (collectively, “Restricted Persons”). (e) Without limiting the foregoing, neither none of the Company nor any of its Subsidiaries Acquired Companies has conducted any transaction directly or indirectly with, or exported, re-exported, or transferred any commodity, material, equipment, software, technology or service to, any Restricted Person, except in accordance with a license or other authorization issued pursuant to applicable Export Control Rules.

Export Control and Sanctions. (a) Each of the Company and its Subsidiaries is and, during the three (3) years preceding the date of this Agreement, and has been in compliance in all material compliance respects with all applicable Export Control Rules, including all applicable regulations pertaining to the disclosure of technical information to foreign Persons wherever located and/or the provision of access to such technical information by such foreign Persons, and has maintained a written internal program to facilitate such compliance, including training, technology assessment and classification, transaction screening, license compliance tracking, export clearance and recordkeeping measures. Neither Since [**], neither the Company nor any of its Subsidiaries has received any written or (to the Knowledge of the Company) other notice alleging that the Company or any of its Subsidiaries is not in material compliance with, or has any material liability under, such Export Control Rules, or has engaged in any brokering activity as defined in 22 C.F.R. 129.2(b). During the three (3) years preceding the date of this Agreement, each Each of the Company and its Subsidiaries has obtained and complied in all material respects with all material licenses, agreements, authorizations and license exceptions or exemptions required for the Company or such Subsidiary’s exports of articles or technology or provision of services. (b) Section 3.29(b) of the Disclosure Schedule sets forth a true, correct and complete list of all material licenses, agreements and other authorizations maintained or relied upon by each of the Company and its Subsidiaries under the Export Control Rules. (c) During the three (3) years preceding the date of this AgreementSince [**], neither the Company nor any of its Subsidiaries has conducted or initiated any material internal investigation regarding potential or actual material non-compliance with Export Control Rulesinvestigation, made any material mandatory or voluntary disclosure or disclosure, declined to make a voluntary disclosure with respect to any known material violation of Export Control Rules, or failed to make any material mandatory report or disclosure to any Governmental Entity pursuant to Export Control Rules. (dc) Neither the Company nor any of its Subsidiaries nor, to the Knowledge nor any of the Company, any Representative their current or Affiliate isformer Representatives or Affiliates are, or has been, are controlled by, owned by, or acting on behalf of, or majority owned individually or by aggregating ownership interests of (i) a any national of, Governmental Entity of, of or entity operating in or organized under the Laws of Belarus, Cuba, Iran, North Korea, Syria, SudanRussia, or the Crimea region of UkraineSyria or other countries that may, from time to time, become subject to comprehensive U.S. foreign assets control regulations that prohibit or require prior U.S. government licensing for transactions involving Persons under U.S. jurisdiction; (ii) a any Specially Designated National or Blocked Person, or other Person designated on the Consolidated Sanctions List maintained as may be published from time to time by the U.S. Department of the Treasury Office of Foreign Assets Control; (iii) a Person designated on the Denied Persons List, Entity List, any person or Unverified List maintained by the U.S. Department of Commerce Bureau of Industry and Security; (iv) a Person designated on the Debarred List maintained by the U.S. Department of State Directorate of Defense Trade Controls; (v) a Person entity designated by the U.S. Department of the Treasury as a financial institution of primary money laundering concern, or (viiv) a Person any person otherwise prohibited from engaging in financial transactions with U.S. Persons (collectively, “Restricted Persons”). (ed) Without limiting the foregoing, neither Neither the Company nor any of its Subsidiaries has conducted any transaction directly or indirectly withproduces, designs, tests, manufactures, fabricates, or exported, re-exported, or transferred any commodity, material, equipment, software, technology or service to, any Restricted Person, except in accordance with a license or other authorization issued pursuant to applicable Export Control Rulesdevelops “Critical Technologies” as defined at 31 C.F.R § 800.215.