Common use of Export Control Laws Clause in Contracts

Export Control Laws. The Company has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The To the knowledge of the Company, the Company has conducted its export transactions in accordance in all respects with applicable provisions of United States French export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates Acquirer or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Each of the Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company or any Subsidiary conducts business. Without limiting the foregoing: (ia) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (Ai) the export, import and re-export of products, services, software and technologies the Company Products and (Bii) releases of technologies and software to foreign nationals located in the United States and abroad Company Products (collectively, “Export Approvals”), (iib) the Company is in compliance with the terms of all applicable Export Approvals, (iiic) there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (ivd) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (ve) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates Parent or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The During the five (5) years prior to the Agreement Date, the Company and each Subsidiary has conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act Act, and the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control Regulationsof the U.S. Treasury Department (“OFAC”), the International Traffic in Arms Regulations and other controls administered by OFAC, the United States Department of Commerce and/or Commerce, the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company and each Subsidiary has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the Company and each Subsidiary is in material compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (iv) to the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims enforcement action by a Governmental Entity and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company has conducted its export transactions in accordance in all respects with applicable provisions of United States U.S. export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States U.S. Department of Commerce and/or the United States U.S. Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates the Surviving Corporation or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Prior to the Closing, the Company has at all times conducted its export transactions in accordance in with (1) all respects with applicable provisions of United States U.S. export and re-export controls, including the United States Export Administration Act and Regulations, the Regulations and Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and (2) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: , (ia) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations declarations, classifications and filings with any Governmental Entity required for (Ai) the export, import export and re-export of products, services, software and technologies and (Bii) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), ; (iib) the Company is in compliance with the terms of all applicable Export Approvals, ; (iiic) there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company with respect to such Export Approvals; (d) the Company’s Knowledge, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to may give rise to any future claims and claims; (ve) no Export Approvals for the transfer of export licenses to AcquirerParent, any of its Affiliates the Interim Surviving Corporation or the Final Surviving Corporation Entity are required, except for or such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in with (i) all respects with applicable provisions of United States U.S. export and re-export controls, including the United States Export Administration Act and Regulations, the Regulations and Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and (ii) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the The Company and each of its Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations declarations, classifications and filings with any Governmental Entity Authority required for (Ai) the export, import export and re-export reexport of products, services, software and technologies and (Bii) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the . The Company and each of its Subsidiaries is in compliance with the terms of all applicable Export Approvals, (iii) there There are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to such Export Approvals, (iv) and no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required. To the Company’s Knowledge, there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to may give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.

Export Control Laws. The Company Each Seller has conducted its export transactions in accordance in with all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company either Seller conducts business. Without limiting the foregoing: (ia) the Company each Seller has obtained all applicable export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, authorizationsAuthorizations, registrations, declarations and filings with any Governmental Government Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located Business Products in the United States and abroad manner in which Sellers’ business is currently being conducted (collectively, “Export Approvals”), (iib) the Company each Seller is in compliance in all material respects with the terms of all applicable Export Approvals, (iiic) there are no pending or, to the knowledge of the CompanySellers’ Knowledge, threatened or anticipated claims against the Company either Seller with respect to such Export Approvals, and (ivd) to Sellers’ Knowledge, there are no actions, conditions or circumstances pertaining to the Companyeither Seller’s export transactions that would could reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.

Export Control Laws. The Company has conducted its export transactions in accordance in all respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates Acquirer or the Final Surviving Corporation Entity are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Since January 1, 2015, each Acquired Company has conducted its export transactions in accordance in all material respects with applicable provisions of United States export and re-export controls, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the United States Department of Commerce and/or the United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: (i) the each Acquired Company has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity required for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the each Acquired Company is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the Company, or threatened claims against the an Acquired Company with respect to such Export Approvals, (iv) there are no actions, conditions or circumstances pertaining to the an Acquired Company’s export transactions that would reasonably be expected to give rise to any future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates or Acquirer and/or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company has and Accelsius have conducted its all export transactions in accordance in all respects with applicable provisions of United States export control laws and re-export controlsregulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls Regulations, the regulations administered by the United States Department Office of Commerce and/or Foreign Assets Control of the United States Department U.S. Treasury Department, and the export control laws and regulations of State and all any other applicable import/export controls in other countries in which the Company conducts businessjurisdiction. Without limiting the foregoing: (ia) the Company has and Accelsius have obtained all export and import licenses, license exceptions licenses and other consents, notices, waivers, approvals, orderstimely filed all required filings and has assigned the appropriate export classifications to all products, authorizations, registrations, declarations and filings with any Governmental Entity in each case as required for (A) the export, import and re-export its exports of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in from the United States and abroad any other applicable jurisdiction; (collectively, “Export Approvals”), (iib) the Company is and Accelsius are in compliance with the terms of all applicable Export Approvalsexport licenses, classifications, filing requirements or other approvals; (iiic) there are no pending or, to the knowledge of the Company, threatened claims against the Company or Accelsius with respect to such Export Approvalsexports, classifications, required filings or other approvals; (ivd) there are no pending investigations related to the Company’s or Accelsius’ exports; and (e) there are no actions, conditions conditions, or circumstances pertaining to the Company’s or Accelsius’ export transactions that would reasonably be expected to give rise to any material future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.

Export Control Laws. The Company has conducted its all export transactions in accordance in all respects with applicable provisions of United States export control laws and re-export controlsregulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls Regulations, the regulations administered by the United States Department Office of Commerce and/or Foreign Assets Control of the United States Department U.S. Treasury Department, and the export control laws and regulations of State and all any other applicable import/export controls jurisdiction, except, in other countries each case, where the failure to conduct transactions in which accordance with such laws and regulations has not had and would not reasonably be expected to be material to the Company conducts businessCompany. Without limiting the foregoing,: (ia) the Company has obtained all export and import licenses, license exceptions licenses and other consents, notices, waivers, material approvals, orderstimely filed all required filings and has assigned the appropriate export classifications to all products, authorizations, registrations, declarations and filings with any Governmental Entity in each case as required for (A) the export, import and re-export its exports of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in from the United States and abroad any other applicable jurisdiction; (collectively, “Export Approvals”), (iib) the Company is in compliance in all material respects with the terms of all applicable Export Approvalsexport licenses, classifications, filing requirements or other approvals; (iiic) there are no pending or, to the knowledge of the Company, material threatened claims against the Company with respect to such Export Approvalsexports, classifications, required filings or other approvals; (ivd) there are no material pending investigations related to the Company’s exports; and (e) there are no actions, conditions conditions, or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any material future claims and (v) no Export Approvals for the transfer of export licenses to Acquirer, any of its Affiliates or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material costclaims.