Common use of Import and Export Control Laws Clause in Contracts

Import and Export Control Laws. NextNet and each of its Subsidiaries has at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (x) all applicable U.S. import, export and re-export 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 NextNet and its Subsidiaries conducts business. Without limiting the foregoing: (a) NextNet and each of its Subsidiaries has obtained, and is in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"); (b) there are no pending or, to the Knowledge of Seller, threatened claims against NextNet or any of its Subsidiaries with respect to such Export Approvals; (c) no Export Approvals for the transfer of export licenses to Purchaser are required, or such Export Approvals can be obtained in a reasonably timely manner without material cost; (d) except as set forth in Schedule 3.27(d), none of NextNet, its Subsidiaries or any of their respective Affiliates is a party to any contract or bid with, or has conducted business with (directly or, to the Knowledge of Seller, indirectly), a Third Party located in, or otherwise has any operations in, or sales to, Cuba, Iran, Syria or Sudan; (e) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that NextNet or any of its Subsidiaries was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (f) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations.

Import and Export Control Laws. NextNet and each of its Subsidiaries has The Company has, at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (xa) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and International Traffic in Arms Regulations and (yb) all other applicable import/export controls in other countries in which NextNet and its Subsidiaries the Company conducts business. Without limiting the foregoing: (a) NextNet and each of its Subsidiaries : the Company has obtained, and is in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software Software, semiconductors, semiconductor designs and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad ("EXPORT APPROVALSExport Approvals"); (b) ; there are no pending or, to the Knowledge of Sellerthe Company, threatened claims against NextNet or any of its Subsidiaries the Company with respect to such Export Approvals; (c) ; there are no Export Approvals actions, conditions or circumstances pertaining to the Company's import or export transactions that would reasonably be expected to give rise to any future claims; no consents or approvals for the transfer of export licenses licenses, or Export Approvals with respect to Purchaser the Merger are required, except for such consents or such Export Approvals approvals that can be obtained in a reasonably timely manner expeditiously without material cost; (d) except as set forth in Schedule 3.27(d), none of NextNet, its Subsidiaries or ; neither the Company nor any of their respective its Affiliates is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of Sellerthe Company, indirectly), a Third Party any Person located in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria or Sudan; (e) since Sudan or other country to which the Seller Acquisition Date, sale or export of certain materials or technologies is prohibited under the United States Export Administration Act and to Seller's Knowledge with respect to Regulations and Foreign Assets Control Regulations and International Traffic in Arms Regulations; the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries Company has not received written notice to the effect that a Governmental Authority claimed or alleged that NextNet or any of its Subsidiaries the Company was not in compliance in a material respect with any applicable Laws relating to the export of goods and goods, technology and/or services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (f) since and neither the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations.

Import and Export Control Laws. NextNet and each of its Subsidiaries has The Company has, at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance with (xa) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (yb) all other applicable import/export controls in other countries in which NextNet and its Subsidiaries conducts businessthe Company. Without limiting the foregoing: (a) NextNet and each of its Subsidiaries the Company has obtained, and is in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"“Export Approvals”); (b) there are no pending or, to the Knowledge of Sellerthe Company, threatened claims against NextNet or any of its Subsidiaries the Company with respect to such Export Approvals; (c) to the Knowledge of the Company, there are no Export Approvals for actions, conditions or circumstances pertaining to the transfer of Company’s import or export licenses transactions that may give rise to Purchaser are required, or such Export Approvals can be obtained in a reasonably timely manner without material costany future claims; (d) except as set forth in Schedule 3.27(d), none of NextNet, its Subsidiaries or no Export Approvals with respect to the Merger are required; (e) neither the Company nor any of their respective Affiliates its subsidiaries is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of Sellerthe Company, indirectly), a Third Party any Person located in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria or Sudan; (ef) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries Company has not received written notice to the effect that a Governmental Authority claimed or alleged that NextNet or any of its Subsidiaries the Company was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (fg) since neither the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or Company nor any of their respective its Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations.

Import and Export Control Laws. NextNet (a) A2iA and each of its Subsidiaries has at all times since have for the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, past three (3) years conducted its their import and export transactions materially in accordance in all material respects with (x) all applicable U.S. import, provisions of French export and re-export controls, including the United States Export Administration Act controls and Regulations and Foreign Assets Control Regulations and (y) all other applicable import/export controls in other countries in with which NextNet A2iA and its Subsidiaries conducts do business. Without limiting the foregoing: : (ai) NextNet A2iA and each of its Subsidiaries has obtained, and is in material compliance with, have obtained (if applicable) all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications declarations and filings with any Governmental Government Authority necessary to conduct their businesses and required for (iA) the export export, import and re-export of products, services, software Software and technologies and (iiB) releases of technologies and software Software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"collectively, “Export Approvals”); ; (bii) A2iA and its Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals; (iii) there are no pending or, to the Knowledge of SellerSellers’ Knowledge, threatened threatened, claims against NextNet A2iA or any of its Subsidiaries with respect to such Export Approvals; ; (civ) there are no actions, conditions or circumstances pertaining to A2iA or any of its Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims; (v) neither A2iA nor any of its Subsidiaries, nor any of their respective Affiliates, has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Government Authority regarding any past import or export control violations; and (vi) no Export Approvals for with respect to the transfer of export licenses to Purchaser transactions contemplated hereby are required, or such Export Approvals can be obtained in a reasonably timely manner without material cost;. (db) except as set forth in Schedule 3.27(d)Neither A2iA nor any of its Subsidiaries, none of NextNetnor, its Subsidiaries or to the Sellers’ Knowledge, any of their respective Affiliates Affiliates, is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of SellerSellers’ Knowledge, indirectly), a Third Party any Person located in, or to the Sellers’ Knowledge, otherwise has any operations in, or sales to, Cuba, Iran, Iraq, North Korea, Libya, Belarus, Democratic Republic of Congo, the Republic of Crimea, Somalia, Zimbabwe, Syria or Sudan; . During the past five (e5) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Dateyears, neither NextNet A2iA nor any of its Subsidiaries has received written notice to the effect that a Governmental Government Authority claimed or alleged that NextNet A2iA or any of its Subsidiaries was not in compliance in a all material respect respects with any applicable Applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (f) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations.

Import and Export Control Laws. NextNet Except as set forth in Schedule 3.24 of the Seller Disclosure Schedule, Seller and each of its Subsidiaries has at all times since the Seller Acquisition Date, and to Seller's Knowledge have with respect to the period prior to the Seller Acquisition DateSale Business, at all times as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in accordance with (xa) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act of 1979, as amended, and the Export Administration Regulations and the economic sanctions regulations implemented by the Office of Foreign Assets Control Regulations and (yb) all other applicable import/export controls in other countries in which NextNet and Seller or any of its Subsidiaries conducts business. Without limiting the foregoingforegoing with respect to the Sale Business: (a) NextNet Seller and each of its Subsidiaries has have obtained, and is are in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any U.S. Governmental Authority required for (i) the export and re-export of products, services, software services and technologies Technology and (ii) releases of technologies and software Technology to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"“Export Approvals”); (b) there are no pending or, to the Knowledge of Seller, threatened claims against NextNet Seller or any of its Subsidiaries with respect to such Export Approvals; (c) to the Knowledge of Seller, there are no Export Approvals for the transfer of actions, conditions or circumstances pertaining to Seller’s or any Subsidiary’s import or export licenses transactions that may give rise to Purchaser are required, or such Export Approvals can be obtained in a reasonably timely manner without material costany future claims; (d) except as set forth in Schedule 3.27(d)no Export Approvals with respect to the transactions contemplated hereby are required; (e) neither Seller, none of NextNet, its Subsidiaries or nor any of their respective Affiliates Subsidiary is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of Seller, indirectly), a Third Party any Person located in, or otherwise has any operations in, or sales to, in Cuba, Myanmar (Burma), Iran, North Korea, Libya, Syria or Sudan; (ef) since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries has have not received written notice to the effect that from a Governmental Authority claimed claiming or alleged alleging that NextNet Seller or any of its Subsidiaries Subsidiary was not in compliance in a material respect with any applicable Applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (fg) since the neither Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or nor any of their respective Affiliates Subsidiary has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations.

Import and Export Control Laws. NextNet and each of its Subsidiaries has The Acquired Corporations have, at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in accordance with (xi) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (yii) all other applicable import/export controls in of other countries in with which NextNet and its Subsidiaries conducts the Acquired Corporations do business. Without limiting the foregoing: (a) NextNet and each of its Subsidiaries has the Acquired Corporations have obtained, and is are in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"“Export Approvals”); (b) there are no pending or, to the Knowledge of Sellerthe Acquired Corporations, threatened claims against NextNet or any of its Subsidiaries Acquired Corporation with respect to such Export Approvals; (c) to the Knowledge of the Acquired Corporations, there are no Export Approvals for actions, conditions or circumstances pertaining to the transfer of Acquired Corporations’ import or export licenses transactions that may give rise to Purchaser are required, or such Export Approvals can be obtained in a reasonably timely manner without material costany future claims; (d) except as set forth in Schedule 3.27(d), none of NextNet, its Subsidiaries or no Export Approvals with respect to the Merger are required; (e) neither the Acquired Corporations nor any of their respective Affiliates is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of Sellerthe Acquired Corporations, indirectly), a Third Party any Person located in, or otherwise has any operations in, or sales to, Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Libya, Rwanda, Syria or Sudan; (ef) since the Seller Acquisition DateJanuary 1, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date2010, neither NextNet nor any of its Subsidiaries no Acquired Corporation has received written notice to the effect that a Governmental Authority claimed or alleged that NextNet or any of its Subsidiaries Acquired Corporation was not in compliance in a material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and (fg) since neither the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or Acquired Corporations nor any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations.

Import and Export Control Laws. NextNet and each of its Subsidiaries has The Acquired Companies have, at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in accordance with (x) all applicable U.S. importCustoms and International Trade Laws, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (y) all other applicable import/export controls in of other countries in with which NextNet and its Subsidiaries conducts the Acquired Companies do business. Without limiting the foregoing: : (a) NextNet and each of its Subsidiaries has the Acquired Companies have obtained, and is are in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority Body required for (i) the export and re-export of products, services, software Software and technologies and (ii) releases of technologies and software Software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"“Export Approvals”); ; (b) there are no pending or, to the Knowledge of Sellerthe Acquired Companies, investigations or threatened claims against NextNet or any of its Subsidiaries Acquired Company with respect to such Export Approvals; ; (c) to the Knowledge of the Acquired Companies, no Export Approvals for with respect to the transfer of export licenses to Purchaser Contemplated Transactions are required, or such Export Approvals can be obtained in a reasonably timely manner without material cost; ; (d) except as set forth in Schedule 3.27(d), none of NextNetthe Acquired Companies, its Subsidiaries and no manager, director or officer thereof, nor, to the Knowledge of the Acquired Companies, any employee, agent, or Affiliate of the Acquired Companies is a Sanctioned Person; (e) neither the Acquired Companies nor to the Knowledge of the Acquired Companies any of their respective Affiliates is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of Sellerthe Acquired Companies, indirectly), a Third Party located inany Sanctioned Person in violation of Law; or has pending or, or otherwise has any operations into the Knowledge of the Acquired Companies, or sales to, Cuba, Iran, Syria or Sudan; (e) since the Seller Acquisition Date, and to Seller's Knowledge threatened claims against it with respect to the period prior to the Seller Acquisition Datealleged violations of Sanctions; (f) since January 1, neither NextNet nor any of its Subsidiaries 2014, no Acquired Company has received written notice to the effect that a Governmental Authority Body claimed or alleged that NextNet or any of its Subsidiaries Acquired Company was not in compliance in a material respect with any applicable Applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions Sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and and (fg) since January 1, 2014, neither the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or Acquired Companies nor any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties penalties, or sanctions Sanctions from, any Governmental Authority Body regarding any past import or export control violations.

Import and Export Control Laws. NextNet and each of its Subsidiaries has The Acquired Companies have, at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its their import and export transactions materially in all respects in accordance with (xi) all applicable U.S. import, export and re-export controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (yii) all other applicable import/export controls in of other countries in with which NextNet and its Subsidiaries conducts the Acquired Companies do business. Without limiting the foregoing: (a) NextNet and each of its Subsidiaries has the Acquired Companies have obtained, and is are in material compliance with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority Body required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"“Export Approvals”); (b) there are no pending or, to the Knowledge of Sellerthe Company, threatened claims against NextNet or any of its Subsidiaries Acquired Company with respect to such Export Approvals; (c) to the Knowledge of the Company, there are no Export Approvals for actions, conditions or circumstances pertaining to the transfer of Acquired Companies’ import or export licenses transactions that may give rise to Purchaser are required, or such Export Approvals can be obtained in a reasonably timely manner without material costany future claims; (d) except as set forth in Schedule 3.27(d)to the Knowledge of the Company, none no Export Approvals with respect to the transactions contemplated hereby are required; (e) neither the Acquired Companies nor to the Knowledge of NextNet, its Subsidiaries or the Company any of their respective Affiliates is a party to any contract Contract or bid with, or has conducted business with (directly or, to the Knowledge of Sellerthe Company, indirectly), a Third Party any Person (i) located in, or to the Knowledge of the Company, otherwise has any operations in, or sales to, the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria or Sudan; or (ii) that is the target of any economic sanctions (including designation on the list of Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Parties) imposed by any Governmental Body to whose jurisdiction the Company is subject; (ef) since in the Seller Acquisition Datepast five years, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, neither NextNet nor any of its Subsidiaries no Acquired Company has received written notice to the effect that a Governmental Authority claimed or alleged that NextNet or any of its Subsidiaries Acquired Company was not in compliance in a material respect with any applicable Laws Legal Requirements relating to the export of goods and services to or the conduct of any transaction with any person in any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of the Treasury, the United States Department of Commerce and the United States Department of State; and (fg) since neither the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, none of NextNet, its Subsidiaries or Acquired Companies nor any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import import, export control, antiboycott or export control economic sanctions violations.

Import and Export Control Laws. NextNet Since June 30, 2012, the Company and each of its Subsidiaries has at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance in all material respects with (xi) all applicable U.S. import, export and re-export controlscontrols and all applicable sanction and trade restrictions, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and Regulations, (yii) all other applicable import/export controls in other countries in which NextNet the Company and its Subsidiaries conducts regularly conduct business, and (iii) the foreign exchange regulations of any jurisdiction in which the Company and its Subsidiaries regularly conduct business or to which the Company or any of its Subsidiaries is subject (collectively, “Company Import and Export Control Laws”). Without limiting the foregoing: (a) NextNet since June 30, 2012, the Company and each of its Subsidiaries has obtained, and is in compliance in all material compliance respects with, all material export licenses, license exceptions and other consents, notices, waivers, approvals (including but not limited to any foreign exchange approvals), orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority of countries in which the Company or its Subsidiaries conduct business required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS"“Export Approvals”); (b) there are no pending or, to the Knowledge of Sellerthe Company, threatened claims against NextNet the Company or any of its Subsidiaries with respect to such Export ApprovalsApprovals and Company Import and Export Control Laws; (c) no Export Approvals for the transfer of export licenses to Purchaser Parent or the First Step Surviving Corporation are required, or such Export Approvals can be obtained in a reasonably timely manner without material cost; (d) except as set forth in Schedule 3.27(d), none of NextNetthe Company, its Subsidiaries or any of their respective Affiliates is a party to any contract or bid with, or or, since June 30, 2012, has conducted business in violation of applicable Law with (directly or, to the Knowledge of Sellerthe Company, indirectly), a Third Party Person located in, or that otherwise has any operations in, or sales to, CubaIran, IranSudan, Syria or SudanNorth Korea; (e) since the Seller Acquisition DateJune 30, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date2012, neither NextNet the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that NextNet the Company or any of its Subsidiaries was not in compliance in a any material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and; (f) since the Seller Acquisition DateJune 30, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date2012, none of NextNetthe Company, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations; and (g) the Company has established reasonable internal controls and procedures intended to ensure compliance with the Company Import and Export Control Laws, and has made available to Parent copies of any such written controls and procedures.

Import and Export Control Laws. NextNet Since December 31, 2012, Parent and each of its Subsidiaries has at all times since the Seller Acquisition Date, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date, as to which the applicable statute of limitations has not yet expired, conducted its import and export transactions materially in accordance in all material respects with (xi) all applicable U.S. import, export and re-export controlscontrols and all applicable sanction and trade restrictions, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and Regulations, (yii) all other applicable import/export controls in other countries in which NextNet Parent and its Subsidiaries conducts regularly conduct business, and (iii) the foreign exchange regulations of any jurisdiction in which Parent and its Subsidiaries regularly conduct business or to which Parent or any of its Subsidiaries is subject (“Parent Import and Export Control Laws”). Without limiting the foregoing: (a) NextNet since December 31, 2012, Parent and each of its Subsidiaries has obtained, and is in compliance in all material compliance respects with, all export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Authority required for (i) the export and re-export of products, services, software and technologies and (ii) releases of technologies and software to foreign nationals located in the United States and abroad ("EXPORT APPROVALS")Export Approvals; (b) there are no pending or, to the Knowledge of SellerParent, threatened claims against NextNet Parent or any of its Subsidiaries with respect to such Export ApprovalsApprovals and Parent Import and Export Control Laws; (c) no Export Approvals for the transfer of export licenses to Purchaser Parent or the First Step Surviving Corporation are required, or such Export Approvals can be obtained in a reasonably timely manner without material cost; (d) except as set forth in Schedule 3.27(d), none of NextNetParent, its Subsidiaries or any of their respective Affiliates is a party to any contract or bid with, or or, since June 30, 2012, has conducted business in violation of applicable Law with (directly or, to the Knowledge of SellerParent, indirectly), a Third Party Person located in, or that otherwise has any operations in, or sales to, CubaIran, IranSudan, Syria or SudanNorth Korea; (e) since the Seller Acquisition DateDecember 31, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date2012, neither NextNet Parent nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that NextNet Parent or any of its Subsidiaries was not in compliance in a any material respect with any applicable Laws relating to the export of goods and services to any foreign jurisdiction against which the United States or the United Nations maintains sanctions or export controls, including applicable regulations of the United States Department of Commerce and the United States Department of State; and; (f) since the Seller Acquisition DateDecember 31, and to Seller's Knowledge with respect to the period prior to the Seller Acquisition Date2012, none of NextNetParent, its Subsidiaries or any of their respective Affiliates has made any voluntary disclosures to, or has been subject to any fines, penalties or sanctions from, any Governmental Authority regarding any past import or export control violations; and (g) Parent has established reasonable internal controls and procedures intended to ensure compliance with the Parent Import and Export Control Laws, and has made available to Parent copies of any such written controls and procedures.