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 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 U.S. Department of Commerce and/or the 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 represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to the absence of such Export Approvals, (iii) 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 (iv) no Export Approvals for the transfer of export licenses to 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 and each Subsidiary has in all material respects conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. 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: (i) the Company represents and warrants that it each Subsidiary has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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 the absence of such Export Approvals, (iiiiv) to the knowledge of the Company, there are no actions, conditions or presently existing circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to constitute a reasonable basis for any future claims and (ivv) no Export Approvals for the transfer of export licenses to Acquirer or the Surviving Corporation Buyer are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Each Group Company has conducted its export transactions in accordance in all respects with applicable provisions of U.S. European Union, United Kingdom and United States export and re-export controls, including the European Union Dual-Use Regulation (Council Regulation (EC) No 428/2009), Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International Traffic in Arms Regulations and other controls administered by the U.S. Department of Commerce and/or the 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 represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not Group Companies have obtained any 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) each Group 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 any Group Company with respect to the absence of such Export Approvals, (iiiiv) there are no actions, conditions or circumstances pertaining to the any Group Company’s export transactions that would reasonably be expected to give rise to any future claims and (ivv) no Export Approvals for the transfer of export licenses to Acquirer or the Surviving Corporation Purchaser are required, except for 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 (a) all respects with applicable provisions of U.S. export and re-export reexport 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 U.S. Department of Commerce and/or the U.S. Department of State 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 foregoingforegoing and except in each case as would not have a Company Material Adverse Effect: (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each of its Subsidiaries have obtained any 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 (Ay) the export, import export and re-export reexport of products, services, software and technologies and (Bz) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “"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 knowledge of the Company's Knowledge, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals; (iv) to the Company's Knowledge, (iii) there are no actions, conditions or circumstances pertaining to the Company’s 's or any Subsidiary's export transactions that would reasonably be expected to may give rise to any future claims claims; and (ivv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or such Export Approvals that can be obtained expeditiously and without material cost. Section 3.23 of the Company Disclosure Letter sets forth the true, complete and accurate export control classifications applicable to the Company's and its Subsidiaries' products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions materially in accordance in with (i) all respects with applicable provisions of 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 U.S. Department of Commerce and/or the U.S. 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 represents and warrants that it each of its Subsidiaries has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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”"), (ii) there ; The Company and each of its Subsidiaries is in material compliance with the terms of all applicable Export Approvals; There are no pending or, to the knowledge of the Company's Knowledge, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals; To the Company's Knowledge, (iii) there are no actions, conditions or circumstances pertaining to the Company’s 's or any Subsidiary's export transactions that would reasonably be expected to may give rise to any future claims claims; and (iv) no No Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company has and each of its Subsidiaries have at all times conducted its export and re-export transactions in accordance in all material respects with (x) all applicable provisions of U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the U.S. Department of Commerce and/or the U.S. Department of State State, and (y) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each of its Subsidiaries have obtained any all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, 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 of its Subsidiaries are in compliance in all material respects with the terms of all applicable Export Approvals; (iii) as of the Agreement Date, there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any of its Subsidiaries with respect to the absence of such Export Approvals, (iii) there are no actions, conditions Approvals or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and or re-export transactions; (iv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each of its Subsidiaries has at all times conducted its export transactions in accordance in with (a) all respects with applicable provisions of U.S. export and re-export reexport 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 U.S. Department of Commerce and/or the U.S. Department of State 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 foregoingforegoing and except in each case as would not have a Company Material Adverse Effect: (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each of its Subsidiaries have obtained any 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 (Ay) the export, import export and re-export reexport of products, services, software and technologies and (Bz) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “"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 knowledge of the Company's Knowledge, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals; (iv) to the Company's Knowledge, (iii) there are no actions, conditions or circumstances pertaining to the Company’s 's or any Subsidiary's export transactions that would reasonably be expected to may give rise to any future claims claims; and (ivv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for -25 or such Export Approvals that can be obtained expeditiously and without material cost. Section 3.23 of the Company Disclosure Letter sets forth the true, complete and accurate export control classifications applicable to the Company's and its Subsidiaries' products, services, software and technologies.

Export Control Laws. The Company Jiff has conducted its export transactions in accordance in all material respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. United States Department of State and all other applicable import/export controls in other countries in which the Company Jiff conducts business. Without limiting the foregoing: (i) the Company represents and warrants that it Jiff has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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) Jiff is in material compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the knowledge of the CompanyJiff, threatened claims in writing against the Company Jiff with respect to the absence of such Export Approvals, (iiiiv) there are no actions, conditions or circumstances pertaining to the CompanyJiff’s export transactions that would reasonably be expected to give rise to any future claims and (ivv) no Export Approvals for the transfer of export licenses to Acquirer Castlight or the Surviving Corporation Entity are required, except for such Export Approvals that can be obtained expeditiously and without material cost.

Export Control Laws. The Company and each Subsidiary has conducted its export transactions in accordance in all material respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. 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 represents and warrants that it each Subsidiary has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any all necessary 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 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 or any Subsidiary with respect to the absence of such Export Approvals, (iii) 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 (iv) no Export Approvals for the transfer of export licenses to Acquirer Buyer 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 each Subsidiary have conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. 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: (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each Subsidiary have obtained any 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 and each Subsidiary are 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 or any Subsidiary with respect to the absence of such Export Approvals, (iiiiv) 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 and (ivv) no Export Approvals for the transfer of export licenses to 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 and its Subsidiaries have conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. United States Department of State and all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoingforegoing and solely to the extent applicable: (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not its Subsidiaries have obtained any 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 and its Subsidiaries are 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 or any Subsidiary with respect to the absence of such Export Approvals, (iiiiv) 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 and (ivv) no Export Approvals for the transfer of export licenses to Acquirer or the First Step 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 each of its Subsidiaries have at all times conducted its export and re-export transactions in accordance in with (x) all respects with applicable provisions of U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the U.S. Department of Commerce and/or the U.S. Department of State State, and (y) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each of its Subsidiaries have obtained any all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, 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 of 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 the Company’s Knowledge, threatened claims against the Company or any of its Subsidiaries with respect to the absence of such Export Approvals, (iii) there are no actions, conditions Approvals or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and or re-export transactions; (iv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.21(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each Subsidiary has conducted its export transactions in accordance in all material respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. 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: (ia) the Company represents and warrants that it each Subsidiary has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any all necessary export and import licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations and filings with any Governmental Entity Authority required for (Ai) the export, import 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 and each Subsidiary is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the knowledge Knowledge of the Company, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals, (iii) 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 (ivd) no Export Approvals for the transfer of export licenses to Acquirer Purchaser or any of the Surviving Corporation Purchased Companies are required, except for 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 (a) all respects with applicable provisions of U.S. export and re-export reexport 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 U.S. Department of Commerce and/or the U.S. Department of State 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 foregoingforegoing and except in each case as would not have a Company Material Adverse Effect: (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each of its Subsidiaries have obtained any 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 (Ay) the export, import export and re-export reexport of products, services, software and technologies and (Bz) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “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 knowledge of the Company’s Knowledge, threatened claims against the Company or any Subsidiary with respect to the absence of such Export Approvals; (iv) to the Company’s Knowledge, (iii) 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 claims; and (ivv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or such Export Approvals that can be obtained expeditiously and without material cost. Section 3.23 of the Company Disclosure Letter sets forth the true, complete and accurate export control classifications applicable to the Company’s and its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company has conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. United States Department of State and all other applicable import/export controls in other countries in which any of the Company or the Company Subsidiaries conducts business. Without limiting the foregoing: (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not have obtained any 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 are 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 the absence of such Export Approvals, (iiiiv) there are no actions, conditions or circumstances pertaining to the Company’s ’s export transactions that would reasonably be expected to give rise to any future claims and (ivv) no Export Approvals for the transfer of export licenses to Acquirer or the Surviving Corporation Company are required, except for such Export Approvals that can be obtained expeditiously and without material cost. Without limiting the foregoing, neither the Company n has, in the past five years, exported, reexported, shipped, distributed, sold, supplied, or otherwise transferred any products, equipment, goods, technology, or software to, or for end use by, any person (i) listed in any sanctions-related list of designated persons maintained by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union or the United Kingdom or (ii) operating, organized or resident in country or territory that is itself the subject or target of any sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).

Export Control Laws. The Company has at all times conducted its export and re-export transactions in accordance in with (x) all respects with applicable provisions of U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the U.S. Department of Commerce and/or the U.S. Department of State and (y) all other applicable import/export controls in other countries in which the Company conducts business. Without limiting the foregoing: , (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, 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 in all material respects with the terms of all applicable Export Approvals; (iii) there are no pending or, to the knowledge of the Company’s Knowledge, overtly threatened claims against the Company with respect to the absence of such Export Approvals, (iii) there are no actions, conditions Approvals or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and or re-export transactions; (iv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.21(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s products, services, software and technologies.

Export Control Laws. The Each of the Company and the Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. United States Department of State and all other applicable import/export controls in other countries in which the Company or the Subsidiary conducts business. Without limiting the foregoing: (ia) each of the Company represents and warrants that it the Subsidiary has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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 Software and technologies and (Bii) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (iib) each of the Company and the Subsidiary is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the knowledge of the Company, threatened claims against the Company or the Subsidiary with respect to the absence of such Export Approvals, (iiid) there are no actions, conditions or circumstances pertaining to the Company’s or the Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims and (ive) no Export Approvals for the transfer of export licenses to Acquirer 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 Company and each Subsidiary has conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. 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 represents and warrants that it each Subsidiary has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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 and each Subsidiary 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 or any Subsidiary with respect to the absence of such Export Approvals, (iiiiv) 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 and (ivv) no Export Approvals for the transfer of export licenses to Acquirer the First Step Surviving Corporation 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 Company has and each of its Subsidiaries have at all times conducted its export and re-export transactions in accordance in with (x) all respects with applicable provisions of U.S. export and re-export controlscontrol Legal Requirements, including the Export Administration Act Regulations maintained by the U.S. Department of Commerce, trade and Regulations, economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control RegulationsControl, and the International Traffic in Arms Regulations and other controls administered maintained by the U.S. Department of Commerce and/or the U.S. Department of State State, and (y) all other applicable import/export controls in other countries in which the Company conducts and each of its Subsidiaries conduct business. Without limiting the foregoing: , (i) the Company represents and warrants that it has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not each of its Subsidiaries have obtained any all export and import licenses, license exceptions and other consents, notices, waivers, approvals, ordersOrders, 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 of its Subsidiaries are in compliance with the terms of all applicable Export Approvals; (iii) as of the Agreement Date, there are no pending or, to the knowledge of the Company’s Knowledge, threatened claims against the Company or any of its Subsidiaries with respect to the absence of such Export Approvals, (iii) there are no actions, conditions Approvals or circumstances pertaining to the Company’s export transactions that would reasonably be expected to give rise to any future claims and or re-export transactions; (iv) no Export Approvals for the transfer of export licenses to Acquirer Parent or the Surviving Corporation are required, except for or if required, such Export Approvals that can be obtained expeditiously and without material cost; and (v) Section 2.20(b) of the Disclosure Schedule sets forth as of the Agreement Date the true, correct and complete export control classifications applicable to the Company’s and each of its Subsidiaries’ products, services, software and technologies.

Export Control Laws. The Company and each Subsidiary has in all material respects conducted its export transactions in accordance in all respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. 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 represents and warrants that it each Subsidiary has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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 the absence of such Export Approvals, (iiiiv) to the knowledge of the Company, there are no actions, conditions or presently existing circumstances pertaining to the Company’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to constitute a reasonable basis for any future claims and (ivv) no Export Approvals for the transfer of export licenses to 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 Each of the Company and the Subsidiaries has conducted its export transactions in accordance in all material respects with applicable provisions of U.S. 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 U.S. United States Department of Commerce and/or the U.S. United States Department of State and all other applicable import/export controls in other countries in which the Company or any of the Subsidiaries conducts business. Without limiting the foregoing: (ia) each of the Company represents and warrants that it the Subsidiaries has never shipped, delivered, transferred, or otherwise made any Company Products available for download outside the United States and Canada or to any foreign nationals located in the United States or abroad and as such has not obtained any 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 and (Bii) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (iib) each of the Company and the Subsidiaries is in compliance with the terms of all applicable Export Approvals, (c) there are no pending or, to the knowledge of the Company, threatened claims against the Company or any of the Subsidiaries with respect to the absence of such Export Approvals, (iiid) there are no actions, conditions or circumstances pertaining to the Company’s or any of the Subsidiaries’ export transactions that would reasonably be expected to give rise to any future claims and (ive) no Export Approvals for the transfer of export licenses to Acquirer or the Surviving Corporation are required, except for such Export Approvals that can be obtained expeditiously and without material cost.