Common use of CFIUS Matters Clause in Contracts

CFIUS Matters. Without limiting the generality of Section 4.3: (a) The parties shall cooperate in the preparation and filing of a CFIUS Notice, including: (i) within 10 days of the date hereof, unless otherwise agreed by the parties, filing with CFIUS a draft of the CFIUS Notice as contemplated under 31 C.F.R. §800.501, (ii) as promptly as practicable (but in any event, no later than ten days following receipt of comments from CFIUS, unless otherwise agreed by the parties) revising such draft to respond to such comments, and (iii) filing a final CFIUS Notice in accordance with the CFIUS Authorities. (b) The parties shall supply, as promptly as practicable (and in any event, within the time frame required by CFIUS, including any extensions) any certification, additional information, documents or other materials in respect of the CFIUS Notice or the transactions contemplated by this Agreement that may be requested by CFIUS in connection with its review or investigation process related to the CFIUS Clearance. (c) The parties shall cooperate with each other in connection with resolving any review or investigation or other inquiry of CFIUS or any other Governmental Authority related to the review or investigation processes for the CFIUS Clearance, including by (i) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS, (ii) promptly informing each other of any communication received by the parties, or proposed to be given by the parties to CFIUS, by promptly providing copies to the other party of any such written communication and (iii) permitting each other to review in advance any written or oral communication that the parties propose to give to CFIUS, and consulting with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, affording each other the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in the case of each of the foregoing clauses (ii) and (iii), except for (A) any exhibits to such communications providing the personal identifying information required by 31 C.F.R. § 800.502(c)(6)(vi), (B) information otherwise requested by CFIUS to remain confidential, (C) information the disclosure of which is prohibited by applicable Laws, (D) information exempt from disclosure to the other party pursuant to other provisions of this Agreement, and (E) information reasonably determined by a party to be business confidential information, which, in each case, a party may provide separately to CFIUS. (d) Buyer will use reasonable best efforts to take any and all actions necessary, including to agree to all such requirements or conditions or provide such assurances, to mitigate any national security concerns as may be requested or required by CFIUS in connection with, or as a condition of, the receipt of CFIUS Clearance. Notwithstanding the foregoing or any other provisions of this Agreement, Buyer shall not be required to accept any requirement to divest or hold separate (through the establishment of a trust, proxy, or otherwise) assets or operations of Buyer or their Subsidiaries (including such properties, assets, or operations of the Target Companies). Notwithstanding the foregoing or any other provisions of this Agreement, if CFIUS informs the parties orally or in writing that CFIUS has recommended or intends to recommend in a report that the President prohibit the transactions contemplated by this Agreement, Buyer may, at its discretion, withdraw the CFIUS Notice, and if Buyer so chooses, then Seller shall cooperate with Buyer in the parties’ withdrawal of the CFIUS Notice.

CFIUS Matters. Without limiting Each of the generality of Section 4.3: (a) The parties shall cooperate in the preparation and filing of a CFIUS Notice, including: Parties agrees to use reasonable best efforts to (i) prepare and submit a draft joint voluntary notice to CFIUS in accordance with the requirements set forth in 31 C.F.R. Part 800 (the “CFIUS Notice”) within 10 twenty (20) days of the date hereof, unless or such date as may otherwise be agreed in writing by the parties, filing with CFIUS a draft of the CFIUS Notice as contemplated under 31 C.F.R. §800.501Parties, (ii) as promptly as practicable (but in any event, no later than ten days following receipt of comments from CFIUSon the draft CFIUS Notice, unless otherwise agreed by the parties) revising such draft to respond to such commentssubmit a final CFIUS Notice, and (iii) filing a final CFIUS Notice in accordance with the CFIUS Authorities. (b) The parties shall supply, as promptly as practicable (and in any event, within the time frame required by CFIUS, including any extensions) any certification, additional information, documents or other materials in respect of the CFIUS Notice or the transactions contemplated by this Agreement that may be requested by CFIUS in connection with its review or investigation process related to the achieve CFIUS Clearance. . Without limiting the foregoing, the Parties shall (ci) The parties shall cooperate in all respects and consult with each other in connection with resolving any review or investigation or other inquiry of CFIUS or any other Governmental Authority related to the review or investigation processes for the CFIUS ClearanceNotice, including by (i) allowing each the other parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS, submissions; (ii) promptly informing each inform the other party of any communication received by the partiessuch party from, or proposed to be given by the parties to such party to, CFIUS, by promptly providing copies to the other party of any such written communication communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permitting each permit the other party to review in advance any written or oral communication that the parties propose to give to CFIUSit gives to, and consulting consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, affording each give the other party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in the case of each of the foregoing clauses (i), (ii) and (iii)) of this Section 7.7, except for (A) any exhibits subject to such communications providing confidentiality considerations contemplated by the personal identifying information DPA or required by 31 C.F.R. § 800.502(c)(6)(vi)CFIUS. For the avoidance of doubt, (Bfor purposes of Section 7.4(c) information otherwise requested by CFIUS to remain confidentialand this Section 7.7, (C) information the disclosure of which is prohibited by applicable Laws, (D) information exempt from disclosure to the other party pursuant to other provisions of this Agreement, and (E) information reasonably determined by a party to be business confidential information, which, in each case, a party may provide separately to CFIUS. (d) Buyer will use Buyer’s reasonable best efforts shall include taking, or causing to take any and be taken, all actions necessary, including to agree to all such requirements necessary or conditions advisable or provide such assurances, to mitigate any national security concerns as may be requested or required by CFIUS in connection withany Governmental Authority to enable the consummation of the Acquisition prior to the End Date, or as a condition of, including Remedy Actions; notwithstanding the receipt of CFIUS Clearance. Notwithstanding the foregoing or any other provisions of this Agreementforegoing, Buyer shall not be required to accept any requirement to divest or hold separate take Remedy Actions (through the establishment for purposes of a trustSection 7.4(c) and this Section 7.7 collectively) that, proxywhen taken together with, or otherwise) assets or operations of Buyer or their Subsidiaries (including such propertieson an integrated and aggregate basis, assets, or operations with all other associated business lines of the Target Companies). Notwithstanding Business, would require the foregoing sale, divestiture or any other provisions loss of this Agreement, if CFIUS informs businesses or assets that generated EBITDA in excess of Ten Million U.S. Dollars ($10,000,000) during the parties orally or in writing that CFIUS has recommended or intends to recommend in a report that the President prohibit the transactions contemplated by this Agreement, Buyer may, at its discretion, withdraw the CFIUS Notice, and if Buyer so chooses, then Seller shall cooperate with Buyer in the parties’ withdrawal of the CFIUS Noticetrailing twelve (12) months.