Common use of Export Control Laws Clause in Contracts

Export Control Laws. (i) Synacor and each of its Subsidiaries have complied in all material respects with all applicable Export Controls, including EAR, OFAC, and ITAR and any applicable anti-boycott compliance regulations. Neither Synacor nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor and its Subsidiaries are in compliance with all applicable Import Restrictions, including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii) of the Synacor Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor nor any of its Subsidiaries has Knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import Restrictions.

Export Control Laws. (i) Synacor Hortonworks and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control and trade and economic sanctions Legal Requirements (“Export Controls”), including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and ITAR the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State and any applicable anti-boycott compliance regulations. Neither Synacor Hortonworks nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor Hortonworks and its Subsidiaries are in compliance with all applicable import Legal Requirements (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii3.19(c)(ii) of the Synacor Hortonworks Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor Hortonworks and its Subsidiaries along with the appropriate classification, including their ECCNs Export Control Classification Numbers (“ECCNs”) or designation on the U.S. Munitions List (“USML”); (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor Hortonworks and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor Hortonworks or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor Hortonworks and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor Hortonworks nor any of its Subsidiaries has Knowledge knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import Restrictions.

Export Control Laws. (i) Synacor Rentrak and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control and trade and economic sanctions Legal Requirements (“Export Controls”), including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and ITAR the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State and any applicable anti-boycott compliance regulationsregulations except for such non-compliance, defaults and violations that would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect. Neither Synacor Rentrak nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor Rentrak and its Subsidiaries are in compliance with all applicable import Legal Requirements (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii) of the Synacor Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor Rentrak and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor Rentrak nor any of its Subsidiaries has Knowledge knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import RestrictionsRestrictions other than as would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect. (iv) Rentrak and its Subsidiaries, including, to the knowledge of Rentrak, all of their customs brokers and freight forwarders, have maintained all records required to be maintained regarding the business of Rentrak and its Subsidiaries as required under the Export Control and Import Restrictions other than as would not reasonably be expected to have, individually or in the aggregate, a Rentrak Material Adverse Effect.

Export Control Laws. (i) Synacor Cloudera and each of its Subsidiaries have complied in all material respects with all applicable Export Controls, including EAR, OFAC, and ITAR and any applicable anti-boycott compliance regulations. Neither Synacor Cloudera nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor Cloudera and its Subsidiaries are in compliance with all applicable Import Restrictions, including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii) of the Synacor Cloudera Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor Cloudera and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor Cloudera and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor Cloudera or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor Cloudera and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor Cloudera nor any of its Subsidiaries has Knowledge knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import Restrictions.

Export Control Laws. (ia) Synacor The Company and each of its Subsidiaries Subsidiary have complied in all material respects with all applicable export and re-export control Legal Requirements (“Export Controls”), including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and ITAR the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, and any applicable anti-boycott compliance regulations. Neither Synacor the Company nor any of its Subsidiaries Subsidiary has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, or technology (including products derived from or based on such technology, or technical data ) to any destination, entity, or Person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controlsthose Legal Requirements. Synacor The Company and its the Subsidiaries are in compliance with all applicable import Legal Requirements (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (iib) Section 4.19(c)(iiExcept as authorized under applicable Legal Requirements, the Company and the Subsidiaries have not released or disclosed ITAR-controlled technical data or EAR-controlled technology requiring a license in order to be exported to any foreign national whether in the United States or abroad. (c) No Action, claim, request for information, or subpoena is pending, or to the Knowledge of the Synacor Disclosure Letter accurately describes Company, threatened, concerning or relating to any export or import activity of the Company or any Subsidiary. No voluntary self-disclosures have been filed by or for the Company or any Subsidiary with respect to possible violations of Export Controls and Import Restrictions. (d) The Company and the Subsidiaries have maintained all records required to be maintained in the Company’s and the Subsidiaries’ possession as required under the Export Control and Import Restrictions. (e) The Company and the Subsidiaries have not, in violation of (A) the goodsapplicable Legal Requirements, services, items, software, technology, and technical data of Synacor and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, itemsprovided any hardware, software, technology, or technical data have been exported; and (C) services to any individual or entity in a prohibited country, including Cuba, Iran, North Korea, Sudan, Syria or the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all Crimea Region of the licenses Ukraine or on any relevant list of prohibited parties including but not limited to the Commerce Department’s Denied Persons List (“DPL”), Entity List, and exceptions necessary for Unverified Parties List; the continued export or re-export Treasury Department’s List of goodsSpecially Designated Nationals List (“SDN List”), servicesand the State Department’s list of debarred parties. (f) Neither the Company nor any Subsidiary has exported (i) any hardware, items, software, technology, software or technical data of Synacor or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor and its Subsidiaries have complied with all terms and conditions of any license issued or approved controlled by the Directorate of Defense Trade ControlsITAR or (ii) any hardware, software or technology controlled under the Bureau of Industry and Security, or the Office of Foreign Assets Control which EAR that is or has been in force or classified as anything other authorization issued pursuant to Export Controlsthan EAR99. (iii) Neither Synacor nor any of its Subsidiaries has Knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import Restrictions.

Export Control Laws. (i) Synacor comScore and each of its Subsidiaries have complied in all material respects with all applicable Export Controls, including EAR, OFAC, and ITAR and any applicable anti-boycott compliance regulationsregulations except for such non-compliance, defaults and violations that would not reasonably be expected to have, individually or in the aggregate, a comScore Material Adverse Effect. Neither Synacor comScore nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor comScore and its Subsidiaries are in compliance with all applicable Import Restrictions, including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii) of the Synacor Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor comScore and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor comScore nor any of its Subsidiaries has Knowledge knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import RestrictionsRestrictions other than as would not reasonably be expected to have, individually or in the aggregate, a comScore Material Adverse Effect. (iv) comScore and its Subsidiaries, including, to the knowledge of comScore, all of their customs brokers and freight forwarders, have maintained all records required to be maintained regarding the business of comScore and its Subsidiaries as required under the Export Control and Import Restrictions other than as would not reasonably be expected to have, individually or in the aggregate, a comScore Material Adverse Effect.

Export Control Laws. (i) Synacor The Company and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control and trade and economic sanctions Laws (“Export Controls”) including the Export Administration Regulations maintained by the U.S. Department of Commerce, including EAR, OFACtrade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and ITAR the International Traffic in Arms Regulations and any applicable anti-boycott compliance regulations. Neither Synacor the Company nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person person prohibited by the Legal Requirements Laws of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor The Company and its Subsidiaries are in compliance with all applicable import Laws (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii3.19(c)(ii) of the Synacor Company Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor the Company and its Subsidiaries along with the appropriate classification, including their ECCNs Export Control Classification Numbers or designation on the USMLU.S. Munitions List; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor the Company and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor the Company or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor The Company and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor the Company nor any of its Subsidiaries has Knowledge knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import Restrictions.

Export Control Laws. (ia) Synacor Since the Applicable Date, the Company and each of its Subsidiaries have have: (i) complied in all material respects with all applicable U.S. Laws and regulations, as well as any applicable non-US Laws and regulations regarding export and reexport controls and trade and economic sanctions (“Export ControlsControls and Sanctions”), including EAR(A) the Export Administration Regulations maintained by the U.S. Department of Commerce, the International Traffic in Arms Regulations maintained by the U.S. Department of State, trade and economic sanctions maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and ITAR and any applicable anti-boycott antiboycott compliance regulations. Neither Synacor , and (B) the Export and Import Permits Act, Special Economic Measures Act, United Nations Act (including regulations under these various statutes) and other export control measures and trade and economic sanctions maintained or administered by the Canadian Department of Foreign Affairs and International Trade and/or the Canada Border Services Agency, as well as the Nuclear Safety Act and Control Act administered by the Canadian Nuclear Safety Commission; and (ii) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of exported any products, software, or technology (including products derived from or based on such technology, or technical data ) to any destination, entity, or Person person prohibited by the Legal Requirements of the United States, Export Controls and Sanctions without obtaining prior authorization from the competent government authorities Governmental Entities as required by those Export ControlsControls and Sanctions. Synacor The Company and its Subsidiaries are in material compliance with all applicable import Laws (“Import Restrictions”), including including: (A) Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations; and (B) the Special Import Measures Act and all regulations thereunder. (iib) Section 4.19(c)(ii(20)(b) of the Synacor Company Disclosure Letter accurately describes all of of: (A) the goods, services, items, software, technology, and technical data of Synacor and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (Bi) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor the Company or any of its Subsidiaries have been exported by the Company or any of its Subsidiaries; and (ii) the authority for the exports, including license number, license exception or no license required, for each good, service, item, software, technology, and technical data of the Company and its Subsidiaries. Any such exports were in compliance with the applicable Laws and regulations of the country from which they were exported and all other applicable laws. No license is required under Export Controls and Sanctions to transfer any relevant goods, services, items, software, technology, or technical data from Company and its Subsidiaries to the Parent or its Subsidiaries. (c) None of the Company, any of its Subsidiaries or, to the Company’s Knowledge, any manager, director, officer, agent, distributor, employee or other person acting on behalf of or in the name of the Company or any of its Subsidiaries: (i) is, or is owned or controlled by, a Person or Persons resident in Crimea, Cuba, Iran, or Syria, or a Person or Persons designated as a Specially Designated National or Blocked Person or other restricted party under the sanctions administered by OFAC; or (ii) is included on any list of restricted entities, Persons or organizations published by the government of the United States of America including the Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identification List, or any other list maintained by OFAC, the Denied Persons List, the Entity List and any other list maintained by the U.S. Department of Commerce, the List of Statutorily Debarred Parties, the List of Administratively Debarred Parties, the Terrorist Exclusion List. (d) No Action, claim, request for information, or subpoena is outstanding or, to the Company’s Knowledge, pending, or threatened concerning any export or import activity of the Company or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor and No voluntary self disclosures have been filed by or for the Company or any of its Subsidiaries have complied with all terms and conditions respect to known or possible violations of any license issued Export Controls and Sanctions or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export ControlsImport Restrictions. (iiie) Neither Synacor To the Company’s Knowledge, neither the Company nor any of its Subsidiaries has Knowledge is aware of any fact or circumstance relating to the Company or any of its Subsidiaries that would could result in any Liability liability to the Company or any of its Subsidiaries for any material violation of any Export Control Controls and Sanctions or Import Restrictions. (f) The Company and its Subsidiaries, or where permitted by applicable Law, to the Company’s Knowledge, its customs brokers and/or freight forwarders, have maintained in all material respects all records required to be maintained in the Company’s and its Subsidiaries’ possession as required under the Export Controls and Sanctions and Import Restrictions.

Export Control Laws. (i) Synacor fuboTV and each of its Subsidiaries have complied in all material respects with all applicable export and re-export control and trade and economic sanctions Legal Requirements (“Export Controls”), including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and ITAR the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State and any applicable anti-boycott compliance regulationsregulations except for such non-compliance, defaults and violations that would not reasonably be expected to have, individually or in the aggregate, a fuboTV Material Adverse Effect. Neither Synacor fuboTV nor any of its Subsidiaries has directly or indirectly sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person person prohibited by the Legal Requirements of the United States, without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor fuboTV and its Subsidiaries are in compliance with all applicable import Legal Requirements (“Import Restrictions”), including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations. (ii) Section 4.19(c)(ii) of the Synacor Disclosure Letter accurately describes all of (A) the goods, services, items, software, technology, and technical data of Synacor and its Subsidiaries along with the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor fuboTV and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controls. (iii) Neither Synacor fuboTV nor any of its Subsidiaries has Knowledge knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import RestrictionsRestrictions other than as would not reasonably be expected to have, individually or in the aggregate, a fuboTV Material Adverse Effect. (iv) fuboTV and its Subsidiaries, including, to the knowledge of fuboTV, all of their customs brokers and freight forwarders, have maintained all records required to be maintained regarding the business of fuboTV and its Subsidiaries as required under the Export Control and Import Restrictions other than as would not reasonably be expected to have, individually or in the aggregate, a fuboTV Material Adverse Effect.

Export Control Laws. (i) Synacor Each Seller and each of its Subsidiaries has at all times conducted its export transactions in connection with the AirCard Business in all material respects in accordance with (x) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (y) all other applicable import/export controls in other countries in which Seller conducts the AirCard Business. Without limiting the foregoing, (a) Sellers and their Subsidiaries have complied obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Authority required for (i) the export, import and reexport of products, services, Software and technologies used in, held for use in or necessary for the operation of the AirCard Business and (ii) releases of technologies and Software used in, held for use in or necessary for the operation of the AirCard Business to non-U.S. nationals located in the United States and abroad (“Export Approvals”); (b) Sellers and their Subsidiaries are, and have at all times been, in compliance in all material respects with the terms of all applicable Export Controls, including EAR, OFAC, and ITAR and any Approvals that are applicable anti-boycott compliance regulations. Neither Synacor nor to the AirCard Business or any of its the Acquired Assets; (c) There are no pending or, to the Knowledge of Sellers, threatened claims against Sellers or their Subsidiaries has directly with respect to such Export Approvals; (d) To the Knowledge of Sellers, there are no presently existing facts or indirectly sold, exported, re-exported, transferred, divertedcircumstances pertaining to Sellers’ or their Subsidiaries’ export transactions in respect of the AirCard Business that would constitute a reasonable basis for any future claims with respect to such Export Approvals; (e) No Export Approvals for the transfer of export licenses to Buyers are required, or otherwise disposed of any products, software, technology, or technical data to any destination, entity, or Person prohibited by the Legal Requirements of the United States, such Export Approvals can be obtained expeditiously without obtaining prior authorization from the competent government authorities as required by Export Controls. Synacor and its Subsidiaries are in compliance with all applicable Import Restrictions, including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations.material cost; and (iif) Section 4.19(c)(ii5.23(f) of the Synacor Sellers Disclosure Letter accurately describes all of (A) Schedule sets forth the goodstrue, services, items, software, technology, complete and technical data of Synacor and its Subsidiaries along with accurate export control classifications applicable to the appropriate classification, including their ECCNs or designation on the USML; (B) the countries to which these goods, services, items, software, technology, or technical data have been exported; and (C) the licenses and license exceptions currently held or claimed by Synacor and its Subsidiaries AirCard Products offered for the export of goods, services, items, software, technology, or technical data. The listed licenses and license exceptions are all sale as of the licenses and exceptions necessary for the continued export or re-export of goods, services, items, software, technology, or technical data of Synacor or any of its Subsidiaries. All such licenses are valid and in full force and effect. Synacor and its Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or the Office of Foreign Assets Control which is or has been in force or other authorization issued pursuant to Export Controlsdate hereof. (iii) Neither Synacor nor any of its Subsidiaries has Knowledge of any fact or circumstance that would result in any Liability for any material violation of Export Control and Import Restrictions.