Common use of Import/Export Clause in Contracts

Import/Export. 6.11.1 With respect to all transactions for which Service Provider will provide Services pursuant to this TSA, Service Recipient shall be solely responsible for compliance with all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State, Directorate of Defense Trade Controls. For all such transactions resulting in the export of goods, technology, or software from the United States, Service Recipient shall act as United States Principal Party in Interest under the EAR (15 C.F.R. Part 758) and the Foreign Trade Regulations (15 C.F.R Section 30.3). Service Recipient and Service Provider shall use commercially reasonable means to supply each other on a timely basis with documentation required to complete the export and/or importation process. Any performance obligation arising under this TSA is contingent upon the prior receipt by Service Recipient and/or its Affiliates of all necessary government authorizations, and Service Provider shall not be liable for any breach, non-performance, or delay in performance resulting from the failure by Service Recipient or its Affiliates to obtain any such authorization. Notwithstanding the terms of Section 10 of this TSA, Service Recipient agrees to reimburse Service Provider for reasonable out-of-pocket expenses actually incurred by Service Provider for responding to any government-initiated audit related to export and/or import transactions for which Service Provider provides Services under this TSA. Also notwithstanding the terms of Section 10 of this TSA, Service Recipient shall be liable for any surcharges, penalties or damages assessed or incurred for violations of export and/or import-related laws and regulations applicable to transactions for which Service Provider will provide Services under this TSA, except for violations caused by any deliberate and willful acts or omissions of Service Provider. 6.11.2 Notwithstanding the foregoing, Service Provider shall not be required to undertake or perform any obligation set forth in Section 6.11.1 if Service Provider (or one of its Affiliates) did not undertake or perform the applicable activity prior to Closing and Service Provider shall not be responsible for undertaking or performing any such obligation to a greater degree and extent than, or for incurring any expenses in connection therewith greater than, that undertaken, performed or incurred prior to Closing.

Import/Export. 6.11.1 With respect to all transactions for which Service Provider will provide Services pursuant to this TSA, Service Recipient shall be solely responsible for compliance by it with respect to the carrying out of its obligations hereunder with all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, sanctions and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, ’s Bureau of Industry and Security, and sanctions laws administered by the International Traffic in Arms Regulations (“ITAR”) maintained U.S. Department of the Treasury’s Office of Foreign Assets Control or by the U.S. Department of State, Directorate of Defense Trade Controls. For all such transactions resulting in the export of goods, technology, or software from the United States, Service Recipient shall act as United States Principal Party in Interest under the EAR (15 C.F.R. Part 758) and the Foreign Trade Regulations (15 C.F.R Section 30.3)import regulations administered by U.S. Customs and Border Protection. Service Recipient and Service Provider shall use commercially reasonable means to supply each other on a timely basis with documentation and assistance required to complete the export and/or importation processprocess associated with the provision or receipt of Services, as applicable. Any performance obligation arising under this TSA is contingent upon the prior receipt by Service Recipient and/or its Affiliates of all necessary government authorizationsauthorization, and Service Provider shall not be liable for any breach, non-performance, performance or delay in performance resulting from the failure by Service Recipient or its Affiliates to obtain any such authorization. Notwithstanding the terms of Section 10 of this TSA, Service Recipient agrees to reimburse Service Provider for reasonable and documented out-of-pocket expenses actually incurred by Service Provider for responding to any government-initiated audit related to export and/or import transactions for which Service Provider provides Services transactions, including the cross-border provision of services under this TSA. Also notwithstanding the terms of Notwithstanding Section 10 of this TSA10, Service Recipient shall be liable for any surcharges, penalties or damages assessed or incurred for violations of sanctions, export and/or import-related laws and regulations applicable to transactions for which Service Provider will provide Services under this TSA, except for violations caused by any deliberate and willful acts act or omissions of Service Provider. 6.11.2 Notwithstanding the foregoing, Service Provider shall not be required to undertake or perform any obligation set forth in Section 6.11.1 if Service Provider (or one of its Affiliates) did not undertake or perform the applicable activity prior to Closing and Service Provider shall not be responsible for undertaking or performing any such obligation to a greater degree and extent than, or for incurring any expenses in connection therewith greater than, that undertaken, performed or incurred prior to Closing.

Import/Export. 6.11.1 With respect to all transactions for which Service Provider will provide Services pursuant to this TSA, 6.3.1 Service Recipient shall acknowledges that the import, export, sale and distribution of QPS Business products and related technical information may be solely responsible for compliance with all applicable subject to any U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the TreasuryTreasury Department’s Office of Foreign Assets Control, U.S. Department of Homeland Security, the U.S. Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, and similar Legal Requirements to the full extent applicable in all countries (collectively “Trade Laws”). Service Recipient shall, to the extent that Service Recipient would be within its rights in doing so, provide to Service Provider any documentation in Service Recipient’s possession to the extent that supply of the documentation to Service Provider is legally necessary or reasonably useful to enable Service Provider to comply with the Trade Laws. With respect to all transactions of the QPS Business for which Service Provider will provide Services pursuant to this TSA, Service Provider shall not be liable to Service Recipient for a violation by the QPS Business of any Trade Laws; except to the extent that Service Provider causes Service Recipient to commit such violation. 6.3.2 Service Provider shall provide support to Service Recipient with regard to QPS Business exports, including supply of requested information and documentation. If for any given export Service Recipient is the Principal Party in Interest and where designated by Service Recipient, Service Provider shall directly or through an authorized freight forwarder transmit required Electronic Export Information via the Automated Export System (“AES”) to the U.S. Bureau of Industry and SecurityCensus for such export transactions on Service Recipient’s behalf, and for this limited purpose Service Provider shall act as Service Recipient’s true and lawful agent; provided that Service Provider’s obligation to do so shall be limited to the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State, Directorate of Defense Trade Controlsextent that Service Recipient fails to provide Service Provider with accurate information that Service Provider does not have and that is necessary to complete such AES filings on a timely basis. For all In such transactions resulting in the export of goods, technology, or software from the United Statescircumstances, Service Recipient shall act as United States Principal Party indemnify Service Provider for any liability that Service Provider incurs due to Service Recipient’s supply to Service Provider of such information that is inaccurate. 6.3.3 Service Provider shall provide support to Service Recipient with regard to QPS Business imports, including supply of requested information and documentation. If requested to do so by Service Recipient, Service Provider shall perform the function of Importer of Record in Interest a country in which Service Provider is so permitted to function on behalf of Service Recipient under local law; provided that Service Provider’s obligation to do so shall be limited to the EAR (15 C.F.R. Part 758) extent that Service Recipient fails to provide Service Provider with accurate information that Service Provider does not have and the Foreign Trade Regulations (15 C.F.R Section 30.3)that is necessary to submit complete import/entry declarations. Service Provider will be relying on the accuracy of such information in the transactions in which Service Provider functions as the Importer of Record. To the extent that funds are not provided by the QPS Business customer or another source, Service Recipient shall be responsible for paying (or reimbursing to Service Provider, for transactions for which Service Provider performs the function of Importer of Record) all duties, taxes, levies and fees payable to governmental entities that are applicable to such import transactions. In addition, to the extent that Service Provider functions as the Importer of Record and, as is required by law, pays any Value Added Taxes (VAT), Goods and Services Taxes (GST) or similar taxes upon importation that are creditable upon the resale of the imported articles in-country, Service Recipient shall reimburse Service Provider for the full amount of such taxes actually paid by Service Provider to the extent that such funds are not provided by the QPS Business customer or another source. 6.3.4 Service Provider shall use commercially reasonable means to supply each other Service Recipient on a timely basis with documentation required to complete the export and/or importation process. Any performance obligation arising under this TSA of the Service Provider is contingent upon the prior receipt by Service Recipient and/or its Affiliates of all necessary government authorizationsauthorizations to the extent that any such authorization is legally required to perform and provided Service Provider has reasonably cooperated with Service Recipient with respect to pursuing the authorization. To such extent, and Service Provider shall not be liable for any breach, non-performance, or delay in performance resulting from the failure by Service Recipient or its Affiliates to obtain any such authorization. . 6.3.5 Notwithstanding the terms of Section 10 of this TSA, Service Recipient agrees to reimburse Service Provider for reasonable out-of-pocket expenses actually incurred by Service Provider for responding to any government-initiated review, investigation or audit related to export and/or import transactions of the QPS Business for which Service Provider provides Services under this TSA. Also notwithstanding the terms of Section 10 of this TSA, Service Recipient shall be liable for any surcharges, penalties or damages assessed or incurred for violations of export export, sanctions and/or import-related laws and regulations applicable to transactions of the QPS Business for which Service Provider will provide Services under this TSA, except for violations caused solely by any deliberate and willful the acts or omissions of Service Provider. 6.11.2 6.3.6 Notwithstanding the foregoing, Service Provider shall not be required to undertake or perform any obligation set forth in this Section 6.11.1 6.3 if Service Provider (or one of its Affiliates) did not undertake or perform the applicable activity prior to Closing and Service Provider shall not be responsible for undertaking or performing any such obligation to a greater degree and extent than, or for incurring any expenses in connection therewith greater than, that undertaken, performed or incurred prior to Closing.

Import/Export. 6.11.1 With respect to all transactions of the Business for which Service Provider will provide Services pursuant to this TSA, Service Recipient shall be solely responsible for compliance with all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State, Directorate of Defense Trade Controls. For all such transactions resulting in the export of goods, technology, or software from the United States, Service Recipient shall act as United States Principal Party in Interest under the EAR (15 C.F.R. Part 758) and the Foreign Trade Regulations (15 C.F.R Section 30.3). Service Recipient and Service Provider shall use commercially reasonable means to supply each other on a timely basis with documentation required to complete the export and/or importation process. Any performance obligation arising under this TSA is contingent upon the prior receipt by Service Recipient and/or its Affiliates of all necessary government authorizations, and Service Provider shall not be liable for any breach, non-performance, or delay in performance resulting from the failure by Service Recipient or its Affiliates to obtain any such authorization. Notwithstanding the terms of Section 10 of this TSA, Service Recipient agrees to reimburse Service Provider for reasonable out-of-pocket expenses actually incurred by Service Provider for responding to any government-initiated audit related to export and/or import transactions of the Business for which Service Provider provides Services under this TSA. Also notwithstanding the terms of Section 10 of this TSA, Service Recipient shall be liable for any surcharges, penalties or damages assessed or incurred for violations of export and/or import-related laws and regulations applicable to transactions of the Business for which Service Provider will provide Services under this TSA, except for violations caused by any deliberate and willful acts or omissions of Service Provider. 6.11.2 . Notwithstanding the foregoing, Service Provider shall not be required to undertake or perform any obligation set forth in this Section 6.11.1 6.11 if Service Provider (or one of its Affiliates) did not undertake or perform the applicable activity prior to Closing and Service Provider shall not be responsible for undertaking or performing any such obligation to a greater degree and extent than, or for incurring any expenses in connection therewith greater than, that undertaken, performed or incurred prior to Closing.