Common use of Import Export Compliance Clause in Contracts

Import Export Compliance. Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries has at all times conducted its export transactions in accordance with (a) all applicable U.S. export and reexport controls, including the United States Export Administration Act and Regulations and Foreign Assets Control Regulations and (b) all other applicable import/export controls in other countries in which the Company conducts business, except for any instances of noncompliance that would not have a Company Material Adverse Effect. Without limiting the foregoing and except in each case as would not have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries have obtained all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (y) the export and reexport of products, services, software and technologies and (z) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (ii) the Company and each of its Subsidiaries are in compliance with the terms of all applicable Export Approvals; (iii) there are no pending or, to the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals; (iv) to the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that may give rise to any future claims; and (v) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, or such Export Approvals can be obtained expeditiously without material cost.

Import Export Compliance. Except as would not have a Company Material Adverse Effect, the The Company and each of its Subsidiaries has at all times during the past three (3) years conducted its export transactions in accordance with (ai) all applicable U.S. export and reexport controlsinternational trade laws, including the United States International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Executive Orders and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) imposing embargoes and restrictions on transactions with designated countries and parties, including individuals and entities designated on OFAC’s list of Specially Designated Nationals and Blocked Persons (“SDN List”); the anti-boycott regulations administered by the U.S. Department of Commerce (“Commerce”), and the U.S. Department of the Treasury; the Export Administration Act of 1979, as amended; the Export Administration Regulations; the Arms Export Control Act, as amended; and Regulations and Foreign Assets Control the International Traffic in Arms Regulations and (bii) all other applicable import/export controls international trade laws in other countries in which the Company conducts business, except except, in each case, for any instances of noncompliance that would not have a Company Material Adverse Effect. Without limiting the foregoing foregoing, and except in each case as would not have a Company Material Adverse Effect: (i) , none of the Company, any Subsidiary of the Company, any officer, director or employee of the Company and each of its Subsidiaries have obtained all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (y) the export and reexport of products, services, software and technologies and (z) releases of technologies and software to foreign nationals located in the United States and abroad (“Export Approvals”); (ii) the Company and each of its Subsidiaries are in compliance with the terms of all applicable Export Approvals; (iii) there are no pending orand, to the Knowledge of the Company’s Knowledge, threatened claims against any agent or other Person acting for, on behalf of, or at the direction of the Company or any Subsidiary with respect to of the Company has (A) been or is designated on any list of any Governmental Entity, including the SDN List, Commerce’s Denied Persons List, the Commerce Entity List, and the U.S. Department of State’s Debarred List, (B) participated in any transaction involving such Export Approvals; (iv) to the Company’s Knowledgedesignated persons or entities, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions country that may give rise is subject to U.S. sanctions administered by OFAC or (C) participated in any future claims; and (v) no Export Approvals for the transfer of export licenses to Parent transaction involving international terrorism or the Surviving Corporation are requirednuclear, chemical or such Export Approvals can be obtained expeditiously without material costbiological weapons proliferation.