Common use of CFIUS Filing Clause in Contracts

CFIUS Filing. Subject to the terms and conditions of this Agreement, each Party hereto agrees to (and to cause their Affiliates to) cooperate with one another with respect to any CFIUS Filing made in connection with the Transactions and obtaining the CFIUS Approval in connection with the Transactions, and such cooperation shall include (i) as promptly as practicable, providing any information to one another, or, as each Party hereto reasonably determines in its sole discretion, confidentially to CFIUS as needed to comply with making a joint voluntary notice pursuant to 31 C.F.R. § 800.501 (a “CFIUS Filing”) or to respond to any request for information from CFIUS pursuant to the DPA and (ii) reasonably cooperating with one another in connection with CFIUS’s review of the CFIUS Filing. Without limitation of the foregoing, but subject to the terms and conditions of this Agreement, each Party hereto agrees to (or to cause their Affiliates to) (A) within twenty (20) Business Days after the date hereof, file a draft CFIUS Filing in respect of the Transactions with CFIUS and engage in the pre-notice consultation process with CFIUS with respect thereto; (B) following such pre-notice consultation, as promptly as practicable after the receipt of any comments to the draft CFIUS Filing or confirmation from CFIUS that it has no comments to such draft CFIUS Filing, make the formal CFIUS Filing; (C) as promptly as practicable, comply with any request received from CFIUS for any certification, additional information, documents or other materials in respect of either of such notices or the Transactions; (D) ensure that any information furnished to CFIUS is true, complete and correct in all material respects; and (E) cooperate with one another in connection with CFIUS’s review of the CFIUS Filing and the Transactions and in connection with resolving any investigation or other inquiry of any Governmental Authority under the DPA with respect to the transactions contemplated by this Agreement. Parent and/or Merger Sub shall be fully responsible for the payment of the of the filing fee related to the CFIUS Filing required pursuant to 31 C.F.R. Part 800.

CFIUS Filing. Subject (a) To the extent any of the following have not been completed prior to the terms and conditions date hereof, as soon as practicable after the date of this Agreement, each Party hereto agrees the CFIUS Parties shall prepare and file the CFIUS Declaration(s). Each of the CFIUS Parties shall use their respective reasonable best efforts to obtain CFIUS Approval, including without limitation (i) promptly preparing and submitting a CFIUS Notice in the event that CFIUS requests that any of the CFIUS Parties submit a CFIUS Notice pursuant to cause their Affiliates to31 C.F.R. § 800.407(a)(1); and (ii) cooperate with one another with respect to providing any additional information requested by CFIUS Filing made or any other agency or branch of the U.S. government in connection with the Transactions and obtaining CFIUS assessment, review, or investigation of the transaction contemplated by this Agreement, within the time periods specified in the applicable regulations, or otherwise specified by the CFIUS Approval in connection with staff. (b) Notwithstanding anything to the Transactionscontrary herein, and such cooperation the CFIUS Parties shall include (i) as promptly as practicable, providing any information take, or cause to one anotherbe taken, orall actions and do, or cause to be done, and assist and cooperate with the filing persons in doing, all things necessary, proper or advisable to obtain CFIUS Approval, including taking all such action as may be necessary to resolve such objections, if any, as each Party hereto reasonably determines in its sole discretion, confidentially to CFIUS as needed to comply with making a joint voluntary notice pursuant to 31 C.F.R. § 800.501 (a “CFIUS Filing”) or to respond to any request for information from CFIUS pursuant to the DPA and (ii) reasonably cooperating with one another in connection with CFIUS’s review of the CFIUS Filing. Without limitation of the foregoing, but subject to the terms and conditions of this Agreement, each Party hereto agrees to (or to cause their Affiliates to) (A) within twenty (20) Business Days after the date hereof, file a draft CFIUS Filing in respect of the Transactions with CFIUS and engage in the pre-notice consultation process with CFIUS with respect thereto; (B) following such pre-notice consultation, as promptly as practicable after the receipt of any comments to the draft CFIUS Filing or confirmation from CFIUS that it has no comments to such draft CFIUS Filing, make the formal CFIUS Filing; (C) as promptly as practicable, comply with any request received from CFIUS for any certification, additional information, documents or other materials in respect of either of such notices or the Transactions; (D) ensure that any information furnished to CFIUS is true, complete and correct in all material respects; and (E) cooperate with one another in connection with CFIUS’s review of the CFIUS Filing and the Transactions and in connection with resolving any investigation or other inquiry of any Governmental Authority under the DPA may assert with respect to the transactions Transactions, provided that in no event shall any of the CFIUS Parties be obligated to, in order to obtain the CFIUS Approval, consent to take any actions that would reasonably be anticipated to have a material adverse impact on any of the CFIUS Parties and their respective Subsidiaries following the Merger, including the Surviving Corporation, taken as a whole. (c) Each of the CFIUS Parties shall, in connection with the efforts to obtain the CFIUS Approval, (i) cooperate in all respects and consult with each other in connection with the CFIUS Declaration(s) or CFIUS Notice(s), including by allowing the other parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other parties of any communication received by such party from, or given by such party to, CFIUS, by promptly providing a copy of any such written communications, except for any exhibits to such communications providing personal identifying information, any sensitive business confidential information and any sensitive personal information that a party declines to share; and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other party the opportunity to attend and participate in any telephonic conference or in-person meeting with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 6.10 subject to confidentiality considerations contemplated by this Agreement. Parent and/or Merger Sub the DPA or required by CFIUS. (d) The CFIUS Parties for a CFIUS Notice, if any, shall be fully responsible for the payment of the of the split equally any CFIUS filing fee related to the fees in connection with such CFIUS Filing required pursuant to 31 C.F.R. Part 800Notice.

CFIUS Filing. Subject (a) To the extent any of the following have not been completed prior to the terms and conditions date hereof, as soon as practicable after the date of this Agreement, each Party hereto agrees to (Parent and to cause their Affiliates to) cooperate with one another with respect to any CFIUS Filing made in connection with the Transactions Company shall prepare and obtaining file the CFIUS Approval in connection with Declaration or, as mutually agreed by Parent and the TransactionsCompany, the CFIUS Notice. Each of Parent and such cooperation the Company shall include use their respective reasonable best efforts to obtain CFIUS Approval, including without limitation (i) as promptly as practicable, providing any information to one another, or, as each Party hereto reasonably determines preparing and submitting a CFIUS Notice in its sole discretion, confidentially to the event that CFIUS as needed to comply with making requests that Parent and/or the Company submit a joint voluntary notice CFIUS Notice pursuant to 31 C.F.R. § 800.501 (a “CFIUS Filing”) or to respond to any request for information from CFIUS pursuant to the DPA 800.407(a)(1); and (ii) reasonably cooperating with one another providing any additional information requested by CFIUS or any other agency or branch of the U.S. government in connection with CFIUS’s review the CFIUS assessment, review, or investigation of the transaction contemplated by this Agreement, within the time periods specified in the applicable regulations, or otherwise specified by the CFIUS Filingstaff. (b) Parent and the Company shall, in connection with the efforts to obtain the CFIUS Approval, (i) cooperate in all respects and consult with each other in connection with the CFIUS Declaration or CFIUS Notice, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other party of any communication received by such party from, or given by such party to, CFIUS, by promptly providing copies to the other party of any such written communications, except for any exhibits to such communications providing personal identifying information and subject to redactions to preserve business confidential information; and (iii) permit the other party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 6.3(b) subject to confidentiality considerations contemplated by the DPA or required by CFIUS. Without limitation of Notwithstanding the foregoing, but subject to the terms and conditions of this Agreement, each Party hereto agrees to (or to cause their Affiliates to) (A) within twenty (20) Business Days after the date hereof, file a draft CFIUS Filing in respect none of the Transactions with CFIUS Parent or Merger Sub or any of their respective Subsidiaries and engage in the pre-notice consultation process with CFIUS with respect thereto; Affiliates shall be required and (B) following such pre-notice consultationthe Company, as promptly as practicable after without the receipt prior written consent of any comments to Parent, shall not be permitted, in the draft CFIUS Filing or confirmation from CFIUS that it has no comments to such draft CFIUS Filing, make the formal CFIUS Filing; case of each of clauses (CA) as promptly as practicable, comply with any request received from CFIUS for any certification, additional information, documents or other materials in respect of either of such notices or the Transactions; (D) ensure that any information furnished to CFIUS is true, complete and correct in all material respects; and (E) cooperate with one another B), to undertake any efforts or take any action in connection with CFIUS’s review of the CFIUS Filing and the Transactions and in connection with resolving obtaining any investigation action or other inquiry of any Governmental Authority under the DPA nonaction, waiver, consent or approval with respect to the transactions contemplated by this Agreement. Parent and/or Agreement if the undertaking of such efforts or taking of such action would reasonably be expected to result in a Burdensome Condition, and none of Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, and none of the Company or any of its Subsidiaries shall be fully responsible for required to take any such action that is not conditioned upon the payment of the of the filing fee related to the CFIUS Filing required pursuant to 31 C.F.R. Part 800Closing.